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Tuesday 14 March, 2006

Eirles Two Limited

Notice of Amendment - Pt 1

Eirles Two Limited
14 March 2006

Part 1


                                                 Deutsche Bank AG, London Branch
                                                                Winchester House
                                                       1 Great Winchester Street
                                                                 London EC2N 2DB


                                                                   10 March 2006


Notice of Amendment: Eirles Two Limited Series 169 EUR 40,000,000 Floating Rate
Credit Linked Secured Notes due 2010 issued pursuant to its EUR 10,000,000,000
Secured Note Programme (the 'Notes')



We refer to the Notes above constituted by a Trust Instrument between, inter
alios, the Issuer and the Trustee dated as of 30 March 2005 as supplemented on
18 November 2005 (the 'Trust Instrument').  The Issuer and Detusche Bank AG,
London Branch as Swap Counterparty (the 'Swap Counterparty') wish to amend  the
terms of the credit default swap transaction evidenced by a confirmation with an
effective date of 30 March 2005 as amended and restated on 18 November 2005 (the
'Credit Default Swap').



A deed of amendment which is supplemental to, and should be read in conjunction
with the Trust Instrument (the 'Second Deed of Amendment') has been entered into
by the Issuer, the Trustee and the Swap Counterparty on 10 March 2006 for the
purpose of amending the Credit Default Swap. The Trustee has consented to the
proposed amendment on the grounds that it is not materially prejudicial to the
interests of the Investors.



The Credit Default Swap is amended and restated by replacing the figure '1.03%'
in the section entitled 'Fixed Rate' in paragraph 2 ('Fixed Payments') of the
Credit Default Swap with the figure '1.06%' (the 'Amendment').  The Credit
Default Swap as amended shall take effect in the form set out in the Schedule
hereto.



In our capacity as Listing Agent, we hereby give you notice of the Amendment.






Yours faithfully



DEUTSCHE BANK AG, LONDON BRANCH



By:                             By:

Name:                           Name:




                                    SCHEDULE

                       AMENDED AND RESTATED CONFIRMATION







Date:            As of 30 March 2005 and amended and restated on
                 18 November 2005 and 10 March 2006

To:              Eirles Two Limited



Our Reference:         Summit No. XS0215086595



Re:                              Mezzanine Portfolio Credit Swap Transaction -
CDO2 with Cross Subordination relating to the Eirles Two Limited EUR 40,000,000
Series 169 Floating Rate Credit Linked Secured Notes due 2010 (the 'Notes')





Dear Sir:



The purpose of this letter (this 'Confirmation') is to amend and restate the
terms and conditions of the Credit Derivative Transaction entered into between
Deutsche Bank AG London ('Party A') and Eirles Two Limited ('Party B') on the
Trade Date specified below (the 'Transaction'). This Confirmation amends and
restates the Confirmation dated as of 30 March 2005 as amended and restated on
18 November 2005 related to this Transaction. This Confirmation constitutes a '
Confirmation' as referred to in the Agreement specified below.



The definitions and provisions contained in the 2000 ISDA Definitions (the '2000
ISDA Definitions') and in the 2003 ISDA Credit Derivatives Definitions, as
supplemented by the May 2003 Supplement to the 2003 ISDA Credit Derivatives
Definitions (together the 'Credit Derivatives Definitions') each as published by
the International Swaps and Derivatives Association, Inc. and as modified as set
out herein, are incorporated into this Confirmation. In the event of any
inconsistency between the 2000 ISDA Definitions and the Credit Derivatives
Definitions, the Credit Derivatives Definitions will govern. In the event of any
inconsistency between this Confirmation and the Credit Derivatives Definitions,
this Confirmation will govern.



This Confirmation supplements, forms part of and is subject to the ISDA Master
Agreement dated as of 30 March 2005 (as the same may be amended, modified or
supplemented from time to time, the 'Agreement') entered into between you and us
by our execution of the Trust Instrument (as the same may be amended, modified
or supplemented from time to time, the 'Trust Instrument') dated as of 30 March
2005 as supplemented on 18 November 2005 and 10 March 2006 between us and
certain other persons for purposes including constituting the Notes and
prescribing the Conditions. All provisions contained in the Agreement shall
govern this Confirmation except as expressly modified below.



Words and expressions defined in the Terms and Conditions of the Notes (as the
same may be amended, modified or supplemented from time to time, the
'Conditions') shall bear the same meanings in this Confirmation and in the event
of any inconsistency between words and meanings defined in the Conditions and
words and expressions defined in this Confirmation, this Confirmation will
govern.



The parties agree and acknowledge that the Transaction to which this
Confirmation relates contemplates that the Conditions to Settlement may be
satisfied more than once with respect to each Reference Obligation. Accordingly
that there may be multiple Event Determination Dates, Cash Settlement Dates and
Cash Settlement Amounts and that the Credit Derivatives Definitions should, for
the purposes of this Confirmation, be interpreted accordingly.



In this Confirmation, including in Schedule 1 (the 'Second Level Confirmation')
and Schedule 2 (the 'Sub Portfolio Template') below, (i) the term 'Initial Level
Confirmation' shall mean this Confirmation and all terms contained herein other
than those contained in the Second Level Confirmation and/or the Sub Portfolio
Template and (ii) the term 'Initial Level Transaction' shall mean this
Transaction.  Notwithstanding any other term of this Confirmation, capitalised
terms contained in the Second Level Confirmation, other than the term 'Initial
Level Confirmation', shall not bear the meaning ascribed to them in the Initial
Level Confirmation or the Sub Portfolio Template unless specifically stated to
the contrary in the Second Level Confirmation but shall instead bear the meaning
ascribed to them in the Second Level Confirmation.  Notwithstanding any other
term of this Confirmation, capitalised terms contained in the Sub Portfolio
Template, other than the term 'Initial Level Confirmation', shall not bear the
meaning ascribed to them in the Initial Level Confirmation or the Second Level
Confirmation unless specifically stated to the contrary in the Sub Portfolio
Template but shall instead bear the meaning ascribed to them in the Sub
Portfolio Template. Accordingly, any reference in either the Second Level
Confirmation or the Sub Portfolio Template to: (i) 'Confirmation' shall be
construed as a reference to the pro-forma confirmation contained in the relevant
Schedule; and (ii) 'Transaction' shall be to the transaction containing the
terms stipulated by such pro-forma confirmation and identified by a Second Level
Portfolio CDS Number in Schedule 3 hereof in the case of the Second Level
Confirmation and identified by reference to the Sub Portfolio in Schedule 3
hereof in the case of the  Sub Portfolio Template.



The terms of the Transaction to which this Confirmation relates are as follows:



1.         General Terms:


Trade Date:                            8 March 2005

Effective Date:                        30 March 2005

Termination Date:                      The earliest of:



                                       (i)           the latest Cash Settlement Date which occurs
                                       following the date on which the Outstanding Tranche Notional
                                       Amount is reduced to zero; and

                                       (ii)          the latest of:

                                       (a)            the final day of the Notice Delivery Period; and



                                       (b)           if an Event Determination Date occurs during
                                       the Notice Delivery Period but either or both (I) the date of
                                       determination of the Second Level Loss Determination Amount and/
                                       or (II) the Cash Settlement Date (if any), in each case, relating
                                       to such Event Determination Date occur after the final day of the
                                       Notice Delivery Period, the latest of any such date(s).



                                       For the avoidance of doubt, this provision shall take precedence
                                       over any other provision in the Credit Derivatives Definitions
                                       purporting to specify another date as a Termination Date for the
                                       purposes of this Transaction.

Scheduled Termination Date:            20 June 2010

Initial Tranche Notional Amount:       EUR 40,000,000

Initial Reference Portfolio Notional   EUR 481,927,710.84
Amount:

Portfolio Threshold Amount:            EUR 120,722,891.57

Floating Rate Payer:                   Party B (the 'Seller')

Fixed Rate Payer:                      Party A (the 'Buyer')

Calculation Agent:                     Deutsche Bank AG London.


Calculation Agent City:                London

Business Day:                          London, New York and TARGET Settlement Day

Business Day Convention:               Modified Following (which, subject to Sections 1.4 and 1.6 of the
                                       Credit Derivatives Definitions, shall apply to any date referred
                                       to in this Confirmation that falls on a day that is not a
                                       Business Day).

Reference Entities:                    None

                                       Section 2.31 (Merger of Reference Entity and Seller) of the
                                       Credit Derivatives Definitions shall not apply to this
                                       Transaction.

         Merger of Underlying          In the event that (a) Seller or Buyer consolidates or amalgamates
         Reference Entity with Seller  with, or merges into, or transfers all or substantially all its
         or Buyer:                     assets to a Reference Entity (as defined in the terms of the
                                       relevant Reference Obligation or, as the case may be, the Sub
                                       Portfolio Transaction) (an 'Underlying Reference Entity'), (b) an
                                       Underlying Reference Entity consolidates or amalgamates with, or
                                       merges into, or transfers all or substantially all its assets to
                                       Seller or Buyer or (c) the Seller or Buyer and an Underlying
                                       Reference Entity become Affiliates (each a 'Merger Event',  the
                                       date of such Merger Event, the 'Merger Event Effective Date' and
                                       the Underlying Reference Entity in respect of which the Merger
                                       Event occurs, the 'Merged Underlying Reference Entity'), then,
                                       unless Buyer notifies Seller that it does not wish the provisions
                                       of this paragraph to apply, the Merged Underlying Reference
                                       Entity shall, with effect from the Merger Event Effective Date,
                                       irrevocably cease to be a Reference Entity (as defined in the
                                       terms of the relevant Reference Obligation, or as the case may
                                       be, the Sub Portfolio Transaction) for the purposes of the
                                       relevant Reference Obligation and shall cease to be an Underlying
                                       Reference Entity for the purposes of this Confirmation and the
                                       Fixed Rate in respect of the Fixed Rate Payer Calculation Period
                                       in which such Merger Event Effective Date falls and each
                                       subsequent Fixed Rate Payer Calculation Period shall be reduced
                                       to an amount equal to the product of (a) the Fixed Rate
                                       immediately prior to the Merger Event and (b) the Outstanding
                                       Reference Portfolio Notional Amount immediately after the Merged
                                       Underlying Reference Entity ceases to be an Underlying Reference
                                       Entity divided by the Outstanding Reference Portfolio Notional
                                       Amount  immediately prior to the date on which the Merged
                                       Underlying Reference Entity ceases to be an Underlying Reference
                                       Entity.



                                       For the purposes of this provision, 'Outstanding Reference
                                       Portfolio Notional Amount' means, at any time, an amount equal to
                                       the aggregate of the Reference Entity Notional Amounts (as
                                       defined in the terms of each Reference Obligation, or as the case
                                       may be, Sub Portfolio Template) for all Underlying Reference
                                       Entities at such time.



                                       For the avoidance of doubt, in such circumstances Section 2.31 of
                                       the Credit Derivatives Definitions shall not apply.

Reference Obligations:                 In respect of each Second Level Portfolio CDS Number referred to
                                       in Schedule 3 hereto, a credit derivative transaction (a '
                                       Notional Reference Obligation') shall be deemed for the purpose
                                       of this Transaction to have been entered into between Deutsche
                                       Bank AG London (the 'Notional Buyer') and an unspecified third
                                       party (the 'Notional Seller') with Deutsche Bank AG London as
                                       calculation agent (the 'Notional Reference Obligation Calculation
                                       Agent') thereunder on the terms set out in Schedule 1 hereto, on
                                       the basis that:



                                       (a)             the Trade Date, the Effective Date and the
                                       Scheduled Termination Date of the Notional Reference Obligation
                                       are the same as the Trade Date, the Effective Date and the
                                       Scheduled Termination Date of this Transaction; and



                                       (b)             to the extent indicated in Schedule 1 hereto,
                                       terms used therein have the meanings specified in respect of the
                                       relevant Second Level Portfolio CDS Number in Schedule 3 hereto.



                                       Each Notional Reference Obligation shall be a Reference
                                       Obligation for the purposes of this Transaction.


                                       In respect of each Notional Reference Obligation:



                                       (a)       Deutsche Bank AG London shall make any calculations
                                       or determinations, or take any other action, that would be
                                       required or permitted to be made by the Notional Reference
                                       Obligation Calculation Agent, the Notional Seller or the
                                       Notional Buyer pursuant to the relevant Notional Reference
                                       Obligation (including, without limitation to the generality
                                       of the foregoing, the selection of Reference Obligations and
                                       the delivery of Reference Obligation Notifications, each in
                                       accordance with the terms set forth in Schedule 1) if that
                                       Notional Reference Obligation were actually in existence and
                                       any such determination or calculation that it makes, and any
                                       other action that it takes, each in accordance with the terms
                                       set forth in Schedule 1, shall be deemed to have been duly
                                       made pursuant to the Notional Reference Obligation;

                                       (b)       any requirement for the Notional Reference
                                       Obligation Calculation Agent to consult with any of the
                                       parties shall be deemed not to apply;



                                       (c)       without prejudice to the generality of the
                                       foregoing, following the satisfaction of the Conditions to
                                       Settlement (as defined in the Notional Reference Obligation),
                                       Deutsche Bank AG London shall attempt to obtain the
                                       Quotations contemplated by Section 7.7 of the Credit
                                       Derivatives Definitions (as defined therein), as amended
                                       pursuant to the terms of the Notional Reference Obligation,
                                       and shall use its reasonable efforts, in the circumstances
                                       contemplated by the Notional Reference Obligation, to appoint
                                       a Quotation Calculation Agent (as defined in the Notional
                                       Reference Obligation);



                                       (d)       any statement in writing which has been signed by
                                       two authorised signatories of Deutsche Bank AG London, has
                                       been copied to Buyer, is expressed to be a notice given
                                       pursuant to the relevant Notional Reference Obligation and
                                       specifies whether such notice is given on behalf of the
                                       Notional Buyer, the Notional Seller or the Notional Reference
                                       Obligation Calculation Agent, shall upon receipt of such
                                       notice by Buyer, be deemed to have been duly given to the
                                       Notional Buyer and/or the Notional Seller, as the case may
                                       be, pursuant to that Notional Reference Obligation; and



                                       (e)        any right of the Notional Buyer, the Notional
                                       Seller or the Notional Reference Obligation Calculation
                                       Agent, to serve any notice contemplated by the Notional
                                       Reference Obligation otherwise than in writing shall be
                                       deemed not to apply.



                                       Except as provided for in the relevant Notional Reference
                                       Obligation, Section 2.30 (Substitute Reference Obligation) of
                                       the Credit Derivatives Definitions shall not apply to this
                                       Transaction.



2.         Fixed Payments:

Fixed Rate Payer                    For any Fixed Rate Payer Calculation Period, the mean average of the
                                    Outstanding Tranche Notional Amounts for such Fixed Rate Payer
Calculation Amount:                 Calculation Period determined by the Calculation Agent as the quotient
                                    of:



                                    (a)               the sum of the Outstanding Tranche Notional Amounts
                                    for each calendar day within such Fixed Rate Payer Calculation Period;
                                    and



                                    (b)        the number of calendar days in such Fixed Rate Payer
                                    Calculation Period.

Outstanding Tranche Notional        On any day, the greater of (a) zero and (b) (i) the Initial Tranche
Amount:                             Notional Amount; minus (ii) the Aggregate Initial Level Loss
                                    Determination Amount on such day less the Portfolio Threshold Amount
                                    (subject to a minimum of zero).

Aggregate Initial Level Loss        On any day, the aggregate of all Initial Level Loss Determination
Determination Amount:               Amounts calculated with respect to Reference Obligations in relation
                                    to which an Event Determination Date has occurred hereunder on or
                                    prior to that date.

Initial Level Loss Determination    Following the occurrence of an Event Determination Date in respect of
Amount:                             a Reference Obligation, the Initial Level Loss Determination Amount
                                    shall be calculated as the lesser of:



                                    (a)   the Second Level Loss Determination Amount for that Reference
                                    Obligation and Event Determination Date; and



                                    (b)   the Aggregate Second Level Loss Determination Amount on that
                                    date less the Aggregate Second Level Threshold Amount,

                                    subject to a minimum of zero.



                                    If an Event Determination Date occurs in respect of more than one
                                    Reference Obligation on the same day, the Calculation Agent shall
                                    calculate such Initial Level Loss Determination Amount separately in
                                    respect of each Reference Obligation and in such order as it selects.

Second Level Loss Determination     Following the occurrence of an Event Determination Date in respect of
Amount                              a Reference Obligation, the Second Level Loss Determination Amount
                                    shall be calculated as the lesser of:



                                    (a)   the Loss Determination Amount (as defined in the terms of the
                                    Second Level Confirmation) which would be calculated under such
                                    Reference Obligation if it was in existence; and



                                    (b)   the Outstanding Tranche Notional Amount (as defined in the terms
                                    of the Second Level Confirmation) of such Reference Obligation, prior
                                    to any reduction as a result of that calculation of that Loss
                                    Determination Amount.



Aggregate Second Level Loss         On any date, the aggregate of all Second Level Loss Determination
Determination Amount                Amounts determined in respect of Event Determination Dates which have
                                    occurred pursuant to the terms of any of the Reference Obligations on
                                    or prior to that date.



                                    A Second Level Loss Determination Amount shall be determined on the
                                    date set out for such purposes in the terms of the relevant Reference
                                    Obligation but, for the purposes of determining the Aggregate Second
                                    Level Loss Determination Amount hereunder, shall be deemed to be
                                    effective as of the Event Determination Date (determined pursuant to
                                    the terms of the relevant Reference Obligation) hereunder.

Aggregate Second Level Threshold    The aggregate of all Portfolio Threshold Amounts in respect of each
Amount                              Second Level Confirmation as set out in Schedule 3 hereto.

Fixed Rate Payer Payment Dates:     Quarterly, each 20 March, 20 June, 20 September and 20 December,
                                    commencing on 20 June 2005 and ending on and including the earlier of
                                    (a) the Scheduled Termination Date and (b) the Termination Date. For
                                    the avoidance of doubt, Section 2.10 of the Credit Derivatives
                                    Definitions will not apply to this Transaction.

Fixed Rate Payer Calculation        Section 2.9(b) of the Credit Derivatives Definitions shall be deleted
Period:                             in its entirety and in its place the following shall be inserted, '(b)
                                    the final Fixed Rate Payer Calculation Period will end on, and
                                    include, the earlier to occur of (i) the Scheduled Termination Date
                                    and (ii) the Event Determination Date upon which the Outstanding
                                    Tranche Notional Amount is reduced to zero.'

Fixed Rate:                         1.06% per annum, as adjusted from time to time in accordance with the
                                    terms of this Confirmation.

Fixed Rate Day Count Fraction:      Actual / 360

Deferral of Fixed Amounts:          The parties acknowledge that the Fixed Amount payable by Buyer in
                                    respect of a Fixed Rate Payer Calculation Period in accordance with
                                    the foregoing provisions of this section (the 'Fixed Amount
                                    Calculation Provisions') is determined by reference to the Aggregate
                                    Second Level Loss Determination Amount and therefore cannot be
                                    determined until the Second Level Loss Determination Amounts (if any)
                                    have been determined in respect of each Reference Obligation in
                                    respect of which an Event Determination Date has occurred on or prior
                                    to the last day of such Fixed Rate Payer Calculation Period (each
                                    Reference Obligation in respect of which an Event Determination Date
                                    has occurred, a 'Defaulted Reference Obligation' and each Defaulted
                                    Reference Obligation in respect of which all relevant Second Level
                                    Loss Determination Amounts have not been determined, an 'Undetermined
                                    Reference Obligation').



                                    Accordingly, in circumstances where on the last day of a Fixed Rate
                                    Payer Calculation Period there are one or more Undetermined Reference
                                    Obligations and the Aggregate Second Level Loss Determination Amount
                                    on that date is greater than or equal to the Aggregate Second Level
                                    Threshold Amount (having, for the avoidance of doubt, taken into
                                    account such Undetermined Reference Obligations), a Fixed Amount shall
                                    not be payable on the relevant Fixed Rate Payer Payment Date (the '
                                    Scheduled Fixed Rate Payer Payment Date') in accordance with the Fixed
                                    Amount Calculation Provisions. Instead:



                                    (a)           on the Scheduled Fixed Rate Payer Payment Date Buyer
                                    shall pay to Seller the Minimum Fixed Amount; and



                                    (b)           on the second Business Day following the determination
                                    of Second Level Loss Determination Amounts in respect of each
                                    Undetermined Reference Obligation (the 'Additional Fixed Rate Payer
                                    Payment Date'), Buyer shall pay to Seller, in respect of each Fixed
                                    Rate Payer Calculation Period ending in or falling in the relevant
                                    Deferral Period, the sum of (i) the Fixed Amount Adjustment Payment
                                    and (ii) the Accrued Interest Amount with respect thereto.



                                    Where:



                                    'Minimum Fixed Amount' means, with respect to a Fixed Rate Payer
                                    Calculation Period, the Fixed Amount which would have been payable in
                                    relation thereto in accordance with the Fixed Amount Calculation
                                    Provisions if on each day during such period on which one or more
                                    Defaulted Reference Obligations are Undetermined Reference
                                    Obligations, Second Level Loss Determination Amounts had been
                                    determined in respect of each such Undetermined Reference Obligations
                                    on the basis that the Second Level Loss Determination Amount in
                                    respect of each Defaulted Reference Obligation was equal to the
                                    Reference Obligation Notional Amount in respect of the relevant
                                    corresponding Reference Obligation in the Second Level Confirmation or
                                    the Sub Portfolio Template, as the case may be.



                                    'Fixed Amount Adjustment Payment' means, with respect to a Fixed Rate
                                    Payer Calculation Period, an amount equal to (a) the Fixed Amount
                                    which would have been payable in respect thereof in accordance with
                                    the Fixed Amount Calculation Provisions on the Scheduled Fixed Rate
                                    Payer Payment Date in the absence of these 'Deferral of Fixed Amounts'
                                    provisions if each Second Level Loss Determination Amount related to
                                    each Undetermined Reference Obligation had been determined on the
                                    relevant Event Determination Date (based on the actual Second Level
                                    Loss Determination Amount relating thereto) minus (b) the Minimum
                                    Fixed Amount in respect thereof.

Accrued Interest Amount:            With respect to a Fixed Amount Adjustment Payment, an amount equal to
                                    the product of (a) the Deferral Rate, (b) the Fixed Amount Adjustment
                                    Payment and (c) the Fixed Rate Payer Day Count Fraction (for which
                                    purpose each reference in Section 5.3 of the Credit Derivatives
                                    Definitions to 'the Fixed Rate Payer Calculation Period' shall be
                                    deemed to be a reference to 'the Deferral Period').

Deferral Period:                    With respect to a Fixed Amount Adjustment Payment, the period from and
                                    including the relevant Scheduled Fixed Rate Payer Payment Date to but
                                    excluding the Additional Fixed Rate Payer Payment Date.

Deferral Rate:                      With respect to any Fixed Amount Adjustment Payment and Deferral
                                    Period, EUR-EURIBOR-Telerate (as defined in the 2000 ISDA
                                    Definitions), for which purposes (a) the first day of the relevant
                                    Deferral Period shall be the Reset Date and (b) the Designated
                                    Maturity shall be a period of time determined by the Calculation Agent
                                    in a commercially reasonable manner to be as close as possible to the
                                    Deferral Period, provided that the Calculation Agent may, acting in a
                                    commercially reasonable manner, calculate the relevant Deferral Rate
                                    on the basis of linear interpolation of rates determined in accordance
                                    with the foregoing for Designated Maturities of the periods of time
                                    next shorter and next longer than the relevant Deferral Period for
                                    which rates are available.



                                    If such rate does not appear on Telerate Page 248 on the relevant
                                    Reset Date, the rate for the Reset Date will be determined as if the
                                    parties had specified 'EUR-EURIBOR -Reference Banks' (as defined in
                                    the 2000 ISDA Definitions) as the applicable rate, with the Reset Date
                                    and Designated Maturity as specified above and the Representative
                                    Amount being an amount equal to the Fixed Amount Adjustment Payment,
                                    and the Calculation Agent shall select the Reference Banks.



3.         Floating Payment:

Conditions to Settlement:           Credit Event Notice: Not Applicable





                                    Notice of Publicly Available Information: Not Applicable



                                    The Conditions to Settlement will be satisfied in respect of a
                                    Reference Obligation if:



                                    (a) as a result of that Credit Event and assuming the maximum possible
                                    Loss Determination Amount (as defined in the terms of the Second Level
                                    Confirmation or, as the case may be, Sub Portfolio Template) in
                                    respect of the relevant Underlying Reference Entity, the Aggregate
                                    Second Level Loss Determination Amount is equal to or less than the
                                    Aggregate Second Level Threshold Amount, or



                                    (b) as a result of that Credit Event and assuming the maximum possible
                                    Loss Determination Amount (as defined in the terms of the Second Level
                                    Confirmation or, as the case may be, Sub Portfolio Template) in
                                    respect of the relevant Underlying Reference Entity, the Aggregate
                                    Second Level Loss Determination Amount is greater than the Aggregate
                                    Second Level Threshold Amount and the Buyer delivers to Seller a
                                    notice representing that on the effective date thereof a Loss Event
                                    has so occurred in respect of a Reference Obligation.



                                    For the avoidance of doubt, the parties agree that the Conditions to
                                    Settlement may be satisfied more than once in respect of each
                                    Reference Obligation and accordingly more than once under this
                                    Transaction.


Credit Events:                      The following Credit Event shall apply to this Transaction:



                                    Loss Event

Loss Event:                         In respect of a Reference Obligation an event occurs which constitutes
                                    a Credit Event (as defined in the terms of the Second Level
                                    Confirmation or where the Second Level Confirmation refers to a Sub
                                    Portfolio Template, as defined in the terms of the Sub Portfolio
                                    Template).



4.         Settlement Terms:

Settlement Method:                 Cash Settlement.

Settlement Currency:               EUR

Cash Settlement Date:              With respect to each Credit Event hereunder in respect of a Defaulted
                                   Reference Obligation, five Business Days after the determination of the
                                   relevant Second Level Loss Determination Amount relating to the
                                   relevant Event Determination Date in respect of the relevant Defaulted
                                   Reference Obligation.

Cash Settlement Amount:            With respect to a Credit Event hereunder and a Defaulted Reference
                                   Obligation, the lowest of:



                                   (a)                the Aggregate Initial Level Loss Determination
                                   Amount as at the date of determination of the Second Level Loss
                                   Determination Amount in respect of such Credit Event and such Defaulted
                                   Reference Obligation (and for these purposes, the calculation of the
                                   Initial Level Loss Determination Amount (and therefore the Aggregate
                                   Initial Level Cash Settlement Amount) shall include the relevant Second
                                   Level Loss Determination Amount in respect of such Defaulted Reference
                                   Obligation) less (ii) the Portfolio Threshold Amount, subject to a
                                   minimum of zero;



                                   (b)          the Initial Level Loss Determination Amount (if any)
                                   determined as a result of the determination of the Second Level Loss
                                   Determination Amount relating to such Credit Event and such Defaulted
                                   Reference Obligation; and



                                   (c)        the Outstanding Tranche Notional Amount as at the date of
                                   determination of the Initial Level Loss Determination Amount in respect
                                   of such Credit Event in respect of such Defaulted Reference Obligation
                                   (excluding from the calculation of Aggregate Initial Level Loss
                                   Determination Amount the relevant Second Level Loss Determination
                                   Amount for such Defaulted Reference Obligation).

Payment of Cash Settlement Amounts Subject to the following paragraph, the Seller shall satisfy its
by delivery of Collateral:         obligation to pay any Cash Settlement Amount by delivering to the Buyer
                                   Collateral (as defined in the Conditions), being of a type as
                                   determined by the Calculation Agent in a commercially reasonable
                                   manner, having a principal amount outstanding equal to the relevant
                                   Cash Settlement Amount (the 'Relevant Cash Settlement Amount').
                                   If the Relevant Cash Settlement Amount is not a multiple of the lowest
                                   denomination of the Bond Collateral (the 'Collateral Denomination'),
                                   then either (i), if the conditions set out in (A) below are satisfied,
                                   Seller shall deliver Bond Collateral having a nominal amount equal to
                                   the lowest whole multiple of the Collateral Denomination not less than
                                   the Relevant Cash Settlement Amount (the total nominal amount of such
                                   Bond Collateral being the 'Overdelivery Bond Collateral Amount') and
                                   Buyer shall pay to Seller an amount equal to the Overdelivery Bond
                                   Collateral Amount less the Relevant Cash Settlement Amount (such amount
                                   shall be paid into the Deposit Account and shall constitute Collateral)
                                   or (ii), if the conditions set out in (B) below are satisfied, Seller
                                   shall deliver Bond Collateral having a nominal amount equal to the
                                   highest whole multiple of the Collateral Denomination not more than the
                                   Relevant Cash Settlement Amount (the total nominal amount of such Bond
                                   Collateral being the 'Underdelivery Bond Collateral Amount') and Seller
                                   shall pay to Buyer an amount equal to the Relevant Cash Settlement
                                   Amount less the Underdelivery Bond Collateral Amount. The conditions
                                   referred to in the previous sentence are: (A): if the aggregate of any
                                   sums standing to the credit of the Deposit Account is less than the
                                   Relevant Cash Settlement Amount less the Underdelivery Bond Collateral
                                   Amount and (B): if the aggregate of any sums standing to the credit of
                                   the Deposit Account is greater than or equal to the Relevant Cash
                                   Settlement Amount less the Underdelivery Bond Collateral Amount. After
                                   exhaustion of the Bond Collateral or in the circumstances specified in
                                   (B) above, Seller shall satisfy its obligation with respect to the Cash
                                   Settlement Amount either by delivery of Substitute Collateral or by
                                   payment from the Deposit Account. In no event shall Seller be liable to
                                   deliver Collateral having a nominal amount greater than the Outstanding
                                   Tranche Notional Amount as at the relevant Cash Settlement Date.

5.         Additional Provisions:

(a)  Each party represents and warrants to the other party as of the Trade Date
that it is entering into this Transaction for investment, financial
intermediation, hedging or other commercial purposes.



(b)  Each party hereby agrees that, as of the Trade Date:



(i)   Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter into this Transaction and as to whether this
Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisors as it has deemed necessary.  It is not relying on any
communication (written or oral) of the other party as investment advice or as a
recommendation to enter into this Transaction; it being understood that
information and explanations related to the terms and conditions of this
Transaction shall not be considered investment advice or a recommendation to
enter into this Transaction.  No communication (written or oral) received from
the other party shall be deemed to be an assurance or guarantee as to the
expected results of this Transaction.



(ii)  Assessment and Understanding.  It is capable of assessing the merits of
and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of this
Transaction.  It is also capable of assuming, and assumes, the risks of this
Transaction.



(iii) Status of Parties.  The other party is not acting as a fiduciary for or an
advisor to it in respect of this Transaction.



(iv) Hedging. Each party may hedge its obligations under this Transaction by
entering into another credit default swap or similar transaction with the other
party or with a third party.



6.         Notice and Account Details:

Telephone, Telex and/or
Facsimile Numbers and
Contact Details for Notices:          Party A:                Mark Stainton
                                      Tel:                    +44 20 7545 2752
                                      Fax:                    +44 20 7545 4455

                                      With a copy to:
                                                              Jamie Hunt
                                      Tel:                    +44 20 7545 2852
                                      Fax:                    +44 20 7545 1913

                                      Party B:                Eirles Two Limited
                                      Attention:              The Directors
                                      Tel:                    +353 1 672 0399
                                      Fax:                    +353 1 672 0483

Account Details:

Account Details of Party A:           Deutsche Bank AG, Frankfurt
                                      SWIFT Code: DEUTDEFF
                                      Account No.: 925799900
                                      Favour Deutsche Bank AG London

Account Details of Party B:           Deutsche Bank AG, Frankfurt
                                      SWIFT Code: DEUTDEFF
                                      Account No.: 9258153
                                      Favour Eirles Two Limited Series 169



7.         Offices:

Buyer: London



Seller: Dublin



8.                  This Transaction Not a Contract of Insurance



The parties confirm that this Transaction is not intended to be and does not
constitute a contract of surety, insurance, guarantee or indemnity.  The parties
acknowledge that the payments to be made by Seller will be made independently
and are not conditional upon Buyer sustaining or being exposed to risk or loss
and that the rights and obligations of the parties hereunder are not dependent
upon Buyer owning or having any legal, equitable or other interest in the
Reference Obligations.



9. Termination Upon Purchase of Notes



If Seller purchases any Notes held by Deutsche Bank AG in accordance with
Condition 8.5 of the Conditions, all or part of this Transaction will, on the
date of such purchase, terminate and the obligations of the parties hereunder
will terminate, in a proportion corresponding with the proportion which the
aggregate Outstanding Principal Amount of the Notes so purchased bears to the
aggregate Outstanding Principal Amount of all the Notes immediately prior to
such purchase. Such termination shall take effect through the reduction of the
Outstanding Tranche Notional Amount by the relevant proportion and no
termination payment will be payable by either Party in respect of such
termination.



10. Termination in full of the Asset Swap



The termination in full of the Asset Swap prior to the Termination Date of this
Transaction shall constitute an Additional Termination Event hereunder, for
which purpose Party B shall be the sole Affected Party provided that if the
Asset Swap is terminated in circumstances where Party A is the Defaulting Party
or the sole Affected Party thereunder (other than in respect of an Illegality or
Tax Event), Party A shall be the sole Affected Party in respect of a termination
of this Transaction. Notwithstanding Section 6(b) of the Agreement, an Early
Termination Date shall be deemed to be designated hereunder in respect of such
Additional Termination Event as of the relevant termination date of the Asset
Swap. In such circumstances, no further payments (including any payments in
respect of Section 6(e) of the Agreement) shall be made by either party to the
other in respect of the obligations so terminated.



11. Early Redemption of the Notes.



If the Notes become subject to mandatory redemption under Condition 8.2 or 8.3
or Condition 11, an Additional Termination Event in respect of this Transaction
shall be deemed to have occurred, for the purposes of which, subject as provided
in paragraph 10 of this Confirmation, Party B shall be the sole Affected Party.
Notwithstanding the provisions of Section 6(b) of, or the Schedule to, the
Agreement, an Early Termination Date shall be deemed to be designated in respect
of such Additional Termination Event as of such due date for redemption. A
termination payment may be payable in accordance with Section 6(e) of the
Agreement if such Early Redemption of the Notes occurs pursuant to Condition 8.2
or Condition 8.3(A), (B) or (D). If such Early Redemption of the Notes occurs
pursuant to Condition 8.3(C) or Condition 11, no termination payment will be
payable under Section 6(e) of the Agreement.



12. Swap Counterparty Downgrade.



The provisions relating to any Swap Ratings Downgrade are as more fully
described in the Trust Instrument relating to the Notes.



If the Notes are redeemed in whole on a Ratings Downgrade Redemption Date
pursuant to sub-paragraph 13(D) of the Terms, this Transaction will terminate on
such Ratings Downgrade Redemption Date.



On the Early Termination Date in respect of a termination of this Transaction in
accordance with the preceding paragraph, this Transaction shall terminate, and
no payment under Section 6(e) of the Agreement will be payable by either party.



13. Notices to Fitch



The Buyer or the Calculation Agent, as the case may be, shall deliver copies of
all Credit Event related notices (if any) to Fitch Ratings as soon as
practicable following the delivery (or deemed delivery) of such notices to the
Seller, including, but not limited to, any notices delivered with respect to
satisfaction of the Conditions to Settlement and Reference Obligation
Notifications (as defined in the Second Level Confirmation).



14. Third Parties Rights



A person who is not a party to this Transaction has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any terms of this Transaction, but
this does not affect any right or remedy of a third party which exists or is
available apart from this Act.



15. Single Agreement



The Agreement and the transactions evidenced by this Confirmation and the Asset
Swap Confirmation form a single agreement between the parties. Notwithstanding
paragraph 10 of Part 4 of the Schedule to the Agreement (No Netting) Section 2
(c) of the Agreement shall apply to this Transaction, save that sub-paragraph 2
(c)(ii) shall not apply.



16.  Amendments



If the Conditions are, following the Effective Date, amended in a way that
affects the rights or obligations of Party A, such amendments shall not be
effective as regards Party A without the prior written approval of Party A.



17.  Deposit Account



References to Collateral, herein shall be deemed to include references to the
Deposit Account (and any sums standing to the credit of the Deposit Account) as
such may be reduced by delivery or payment of such pursuant to the determination
of a Cash Settlement Amount.



18. Governing Law:

This Confirmation shall be governed by and construed in accordance with English
law.








Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile to:



Attention:        Jamie Hunt

Telephone:        +44 20 7545 - 2852

Fax:              +44 20 7545 - 1913



This message will be the only form of Confirmation dispatched by us. Please
execute and return it to us by facsimile immediately. If you wish to exchange
hard copy forms of this Confirmation, please contact us.



Yours sincerely,





Deutsche Bank AG London



By:

Name:

Title:





By:

Name:

Title:





Confirmed as of the date first written above:



Eirles Two Limited



By:

Name:

Title:




                                   Schedule 1

              Pro-forma Second Level Credit Derivative Transaction



The definitions and provisions contained in the 2003 ISDA Credit Derivatives
Definitions as published by the International Swaps and Derivatives Association,
Inc. as supplemented by the May 2003 Supplement to the 2003 ISDA Credit
Derivatives Definitions and as modified as set out herein (together, the 'Credit
Derivatives Definitions'), are incorporated into this Confirmation. In the event
of any inconsistency between the Credit Derivatives Definitions and this
Confirmation, this Confirmation will govern.



In respect of the Second Level Portfolio which has a Second Level Portfolio CDS
Number of 1, 7 and 8 only, which includes in place of a Reference Entity a
tranche of another portfolio (as indicated in Schedule 3 to the Initial Level
Confirmation by a reference to the 'Sub Portfolio' instead of referring to a
Reference Entity) then the terms set out below apply in respect of a portfolio
of both Reference Entities and the Sub Portfolio Transaction on the terms set
out below.



The parties agree and acknowledge that the Transaction to which this
Confirmation relates contemplates that the Conditions to Settlement may be
satisfied with respect to more than one Reference Entity, that there may
therefore be multiple Event Determination Dates, and that the Credit Derivatives
Definitions should, for the purposes of this Confirmation, be interpreted
accordingly.



1.         General Terms:


         Trade Date:                  8 March 2005

         Effective Date:              30 March 2005

         Termination Date:            The earliest of:



                                      (i)    the latest Cash Settlement Date which occurs following the
                                      date on which the Outstanding Tranche Notional Amount is reduced
                                      to zero; and

                                      (j)    the latest of:

                                      (a)   the final day of the Notice Delivery Period; and

                                      (b)   if an Event Determination Date occurs during  the Notice
                                      Delivery Period but either or both (I) the date of determination
                                      of the Loss Determination Amount and/or (II) the Cash Settlement
                                      Date (if any), in each case, relating to such Event Determination
                                      Date occur after the final day of the Notice Delivery Period, the
                                      latest of any such date(s).



                                      For the avoidance of doubt, this provision shall take precedence
                                      over any other provision in the Credit Derivatives Definitions
                                      purporting to specify another date as a Termination Date for the
                                      purposes of this Transaction.

         Scheduled Termination Date:  20 June 2010

         Initial Tranche Notional     In respect of each Transaction, the amount in EUR specified in
         Amount:                      respect of the relevant Second Level Portfolio CDS Number in
                                      Schedule 3 to the Initial Level Transaction.

         Portfolio:                   In respect of the Second Level Portfolio CDS Numbers 1, 7 and 8 ,
                                      the Portfolio will comprise both Reference Entities and one Sub
                                      Portfolio.



                                      In all other circumstances, the Portfolio shall contain only
                                      Reference Entities.

         Portfolio Threshold Amount:  In respect of each Transaction, the amount in EUR specified in
                                      respect of the relevant Second Level Portfolio CDS Number in
                                      Schedule 3 to the Initial Level Transaction.

         Fixed Rate Payer:            Deutsche Bank AG London (the 'Buyer')

         Floating Rate Payer:         Not Specified (the 'Seller')

         Calculation Agent:           Deutsche Bank AG London.


         Calculation Agent City:      London

         Business Day:                London, New York and TARGET Settlement Date

         Business Day Convention:     Modified Following (which, subject to Sections 1.4 and 1.6 of the
                                      Credit Derivatives Definitions, shall apply to any date referred
                                      to in this Confirmation that falls on a day that is not a Business
                                      Day).

         Reference Entities:          Each of the Reference Entities, if any, specified in Schedule 3 to
                                      the Initial Level Transaction in respect of the relevant Second
                                      Level Portfolio CDS Number and any of their respective Successors.
                                        For the avoidance of doubt, in respect of  the Sub Portfolio
                                      Transaction, then there will be no Reference Entity corresponding
                                      to such Sub Portfolio.



                                      If pursuant to Section 2.2 of the Credit Derivatives Definitions
                                      (as amended herein) the Calculation Agent determines that a single
                                      entity would be a Reference Entity under this Transaction more
                                      than once, then it will be deemed to be a Reference Entity only
                                      once hereunder, and from and including the date of such
                                      determination the Reference Entity Notional Amount with respect to
                                      such Reference Entity will be the sum of the Reference Entity
                                      Notional Amounts that would otherwise be applicable to it.

         Defaulted Reference Entity:  Each Reference Entity in respect of which an Event Determination
                                      Date has occurred.

         Defaulted Sub Portfolio      The Sub Portfolio Transaction following the occurrence of an Event
         Transaction:                 Determination Date.

         Reference Entity Categories: One of the following categories (each a 'Reference Entity Category
                                      ') shall be applicable to each Reference Entity:

                                      (a)   Western European Corporate Reference Entities;

                                      (b)   Subordinated European Insurance Corporate Reference
                                      Entities;

                                      (c)   European Emerging Markets Corporate Reference Entities;

                                      (d)   Australian New Zealand Corporate Reference Entities;

                                      (e)   Japanese Corporate Reference Entities;

                                      (f)     Singaporean Corporate Reference Entities;

                                      (g)   Asian Corporate Reference Entities;

                                      (h)   North American Investment Grade Corporate Reference
                                      Entities;

                                      (i)      North American Insurance Corporate Reference Entities;

                                      (j)      North American High Yield Corporate Reference Entities;



                                      (k)    Central and Eastern European and Middle Eastern Sovereign
                                      Reference Entities;



                                      (l)      Asian Sovereign Reference Entities;

                                      (m) Latin American Sovereign Reference Entities; and

                                      (n)   Latin American Corporate Reference Entities.

                                      Subject to the Section 'Successor' below, the Reference Entity
                                      Category applicable to each Reference Entity shall be the
                                      Reference Entity Category specified in respect of such Reference
                                      Entity in Schedule A hereto.
         Standard Terms for Reference Each Reference Entity shall be subject to the distinct terms which
         Entities:                    relate to the Reference Entity Category which is applicable to
                                      such Reference Entity (the 'Standard Terms' for that Reference
                                      Entity Category). The Standard Terms for each Reference Entity
                                      Category are set out in the annexes to this Confirmation as
                                      follows:

                                      (a)   the Standard Terms for Western European Corporate Reference
                                      Entities are set out in Annex 1 to the Initial Level Confirmation;

                                      (b)   the Standard Terms for Subordinated European Insurance
                                      Corporate Reference Entities are set out in Annex 2 to the Initial
                                      Level Confirmation;

                                      (c)   the Standard Terms for  European Emerging Markets Corporate
                                      Reference Entities are set out in Annex 3 to the Initial Level
                                      Confirmation;

                                      (d)   the Standard Terms for Australian New Zealand Corporate
                                      Reference Entities are set out in Annex 4 to the Initial Level
                                      Confirmation;

                                      (e)   the Standard Terms for Japanese Corporate Reference Entities
                                      are set out in Annex 5 to the Initial Level Confirmation;

                                      (f)     the Standard Terms for Singaporean Corporate Reference
                                      Entities are set out in Annex 6 to the Initial Level Confirmation;

                                      (g)   the Standard Terms for Asian Corporate Reference Entities
                                      are set out in Annex 7 to the Initial Level Confirmation;

                                      (h)   the Standard Terms for North American Investment Grade
                                      Corporate Reference Entities are set out in Annex 8 to the Initial
                                      Level Confirmation;

                                      (i)      the Standard Terms for North American Insurance Corporate
                                      Reference Entities are set out in Annex 9 to the Initial Level
                                      Confirmation;

                                      (j)      the Standard Terms for North American High Yield
                                      Corporate Reference Entities are set out in Annex 10 to the
                                      Initial Level Confirmation;

                                      (k)    the Standard Terms for Central and Eastern European and
                                      Middle Eastern Sovereign Reference Entities are set out in Annex
                                      11 to the Initial Level Confirmation;

                                      (l)      the Standard Terms for Asian Sovereign Reference Entities
                                      are set out in Annex 12 to the Initial Level Confirmation;

                                      (m) the Standard Terms for Latin American Sovereign Reference
                                      Entities are set out in Annex 13 to the Initial Level
                                      Confirmation; and

                                      (n)   the Standard Terms for Latin American Corporate Reference
                                      Entities set out in Annex 14 to the Initial Level Confirmation.


         Monoline Insurer Reference   Any Reference Entity specified as such in Schedule 3 to the
         Entity:                      Initial Level Confirmation.

         Successor:                   Section 2.2 of the Credit Derivatives Definitions is hereby
                                      amended by:

                                      (a)          deleting the words 'for the entire Credit Derivative
                                      Transaction' from each of Section 2.2(a)(i) and Section 2.2(a)
                                      (ii);



                                      (b)          deleting the words 'for a New Credit Derivative
                                      Transaction' from each of  Section 2.2(a)(iii) and Section 2.2(a)
                                      (iv) and replacing them with the words 'and the Reference Entity
                                      Notional Amount in respect of each such Successor will be';


                                      (c)          deleting Section 2.2(e) in its entirety and replacing
                                      it with the following:



                                                  '(e) Where, pursuant to Section 2.2(a)(iii) or (iv)
                                      above, more than one Successor has been identified in respect of a
                                      Reference Entity (the 'Original Reference Entity'), each Successor
                                      will be a Reference Entity for the purposes of this Transaction
                                      and the Reference Entity Notional Amount and, if applicable, the
                                      Loss Determination Amount in respect of each such Successor will
                                      be the Reference Entity Notional Amount and, if applicable, the
                                      Loss Determination Amount relating to the Original Reference
                                      Entity immediately prior to the Succession Event, in each case
                                      divided by the number of Successors. In addition the terms and
                                      conditions of this Transaction will be modified to the extent that
                                      any modification is required, as determined by the Calculation
                                      Agent, to preserve the economic effects of this Transaction prior
                                      to the occurrence of the relevant Succession Event.'


                                      The Reference Entity Category applicable to a Successor to a
                                      Reference Entity shall be the same Reference Entity Category as
                                      that Reference Entity.   However, if the Calculation Agent
                                      determines that more than one Reference Entity (each a  'Prior
                                      Reference Entity') has pursuant to Section 2.2 of the Credit
                                      Derivatives Definitions (as amended herein) become a single
                                      Reference Entity and the Prior Reference Entities were not all
                                      within the same Reference Entity Categories, the Calculation Agent
                                      shall determine in a commercially reasonable manner the Reference
                                      Entity Category applicable to such resulting Reference Entity.

                                      Notwithstanding anything to the contrary in Section 2.2 (as
                                      amended herein), in relation to a Reference Entity in respect of
                                      which a Reference Obligation Notification has been effectively
                                      delivered by Buyer to Seller, 'Successor' means in relation to
                                      such Reference Entity  (1) where a Reference Obligation specified
                                      in the Reference Obligation Notification is a primary obligation
                                      of the relevant Reference Entity, the entity which directly or
                                      indirectly succeeds to such Reference Obligation by way of a
                                      Succession Event and (2) where a Reference Obligation specified in
                                      the Reference Obligation Notification is guaranteed by the
                                      relevant Reference Entity, the entity which assumes the guarantee
                                      obligation in respect of such Reference Obligation or otherwise
                                      succeeds directly or indirectly to such Reference Obligation by
                                      way of a Succession Event and if pursuant to (1) or (2) above
                                      there is more than one Successor, such Successor as may be
                                      selected by the Calculation Agent in a commercially reasonable
                                      manner.


         Sub Portfolio Transaction:   In respect of the Second Level Portfolio CDS Numbers 1, 7 and 8
                                      only and the Sub Portfolio referred to in Schedule 3 to the
                                      Initial Level Transaction, a credit derivative transaction (the '
                                      Sub Portfolio Transaction') shall be deemed for the purpose of
                                      this Transaction to have been entered into between Deutsche Bank
                                      AG London (the 'Notional Buyer') and an unspecified third party
                                      (the 'Notional Seller') with Deutsche Bank AG London as
                                      calculation agent (the 'Sub Portfolio Transaction Calculation
                                      Agent') thereunder on the terms set out in the Sub Portfolio
                                      Template, on the basis that:



                                      (a)     the Trade Date, the Effective Date and the Scheduled
                                      Termination Date of the Sub Portfolio Transaction are the same as
                                      the Trade Date, the Effective Date and the Scheduled Termination
                                      Date of this Transaction; and



                                      (b)     to the extent indicated in the Sub Portfolio Template,
                                      terms used therein have the meanings specified in respect of the
                                      Sub Portfolio as set out in Schedule 3 to the Initial Level
                                      Transaction.


                                      In respect of the Sub Portfolio Transaction:



                                      (a)     Deutsche Bank AG London shall make any calculations or
                                      determinations, or take any other action, that would be required
                                      or permitted to be made by the Sub Portfolio Transaction
                                      Calculation Agent, the Notional Seller or the Notional Buyer
                                      pursuant to the Sub Portfolio Transaction (including, without
                                      limitation to the generality of the foregoing, the selection of
                                      Reference Obligations and the delivery of Reference Obligation
                                      Notifications, each in accordance with the terms set forth in
                                      Schedule 2) if the Sub Portfolio Transaction were actually in
                                      existence and any such determination or calculation that it makes,
                                      and any other action that it takes, each in accordance with the
                                      terms set forth in Schedule 2, shall be deemed to have been duly
                                      made pursuant to the Sub Portfolio Transaction



                                      (b)     any requirement for the Sub Portfolio Transaction
                                      Calculation Agent to consult with any of the parties shall be
                                      deemed not to apply;



                                      (c)     without prejudice to the generality of the foregoing,
                                      following the satisfaction of the Conditions to Settlement (as
                                      defined in the Sub Portfolio Transaction), Deutsche Bank AG London
                                      shall attempt to obtain the Quotations contemplated by Section 7.7
                                      of the Credit Derivatives Definitions (as defined therein), as
                                      amended pursuant to the terms of the Sub Portfolio Transaction,
                                      and shall use its reasonable efforts, in the circumstances
                                      contemplated by the Sub Portfolio Transaction, to appoint a
                                      Quotation Calculation Agent (as defined in the Sub Portfolio
                                      Transaction);



                                      (d)     any statement in writing which has been signed by two
                                      authorised signatories of Deutsche Bank AG London, has been copied
                                      to Buyer, is expressed to be a notice given pursuant to the Sub
                                      Portfolio Transaction and specifies whether such notice is given
                                      on behalf of the Notional Buyer, the Notional Seller or the Sub
                                      Portfolio Transaction Calculation Agent, shall upon receipt of
                                      such notice by Buyer, be deemed to have been duly given to the
                                      Notional Buyer and/or the Notional Seller, as the case may be,
                                      pursuant to that Sub Portfolio Transaction; and



                                      (e)     any right of the Notional Buyer, the Notional Seller or
                                      the Sub Portfolio Transaction Calculation Agent, to serve any
                                      notice contemplated by the Sub Portfolio Transaction otherwise
                                      than in writing shall be deemed not to apply.


         Reference Obligation:        For each Defaulted Reference Entity, the Reference Obligation
                                      shall be:



                                      (a)     for the purposes of determining whether the Not
                                      Subordinated Deliverable Obligation Characteristic is satisfied,
                                      the obligation specified as such, if any, opposite such Reference
                                      Entity in Schedule 3 to the Initial Level Confirmation; and



                                      (b)     for the purposes of determining a Loss Determination
                                      Amount in respect of a Defaulted Reference Entity, one  or more
                                      obligations of that Defaulted Reference Entity (either (i)
                                      directly or (ii) as provider of a Qualifying Affiliate Guarantee
                                      or, if All Guarantees is specified as applicable in the Standard
                                      Terms applicable to such Defaulted Reference Entity, as provider
                                      of any Qualifying Guarantee or (iii) in the case of a Defaulted
                                      Reference Entity which is a Monoline Insurer Reference Entity, as
                                      provider of a Qualifying Policy) that is (i) payable in an amount
                                      equal to its outstanding principal balance or Due and Payable
                                      Amount, as applicable, (ii) not subject to any counterclaim,
                                      defence (other than a counterclaim or defence based on the factors
                                      set forth in Section 4.1(a)-(d) of the Credit Derivatives
                                      Definitions) or right of set-off by or of the Defaulted Reference
                                      Entity or any applicable Underlying Obligor and (iii) in the case
                                      of a Qualifying Guarantee other than a Qualifying Affiliate
                                      Guarantee, is capable, at the date of selection, of immediate
                                      assertion or demand by or on behalf of the holder or holders
                                      against the Defaulted Reference Entity for an amount at least
                                      equal to the  Reference Obligation Notional Amount applicable to
                                      the relevant obligation apart from the giving of any notice of
                                      non-payment or similar procedural requirement, it being understood
                                      that acceleration of an Underlying Obligation shall not be
                                      considered a procedural requirement, selected by Buyer and
                                      notified to Seller (such notice, a 'Reference Obligation
                                      Notification') on or prior to the Valuation Date (and, for the
                                      avoidance of doubt, prior to the commencement of the valuation
                                      process) in respect of the relevant Defaulted Reference Entity
                                      which either (i) constitute Reference Obligations pursuant to
                                      paragraph (a) above and/or (ii) fall within the Deliverable
                                      Obligation Category specified below and, subject to Section 2.21
                                      (c) of the Credit Derivatives Definitions, have each of the
                                      Deliverable Obligation Characteristics specified below.

                                      For the avoidance of doubt, provided that a Reference Obligation
                                      selected pursuant to paragraph (b) above (which is not a Reference
                                      Obligation by virtue of paragraph (a) above) satisfies the
                                      applicable Deliverable Obligation Category and Deliverable
                                      Obligation Characteristics on the date of selection, such
                                      obligation(s) may constitute Reference Obligation(s) for the
                                      purposes hereof irrespective of whether this continues to be the
                                      case subsequent to such date.



                                      In respect of Reference Obligations selected by Buyer in a
                                      Reference Obligation Notification:



                                      (i)     the Buyer may alter such selection at any time on or prior
                                      to the Valuation Date in respect of the relevant Defaulted
                                      Reference Entity provided that in respect of Reference Obligations
                                      selected pursuant to paragraph (b) above, the newly selected
                                      Reference Obligation(s) complies with the requirements set forth
                                      herein as at the date of its selection;



                                      (ii)    each Reference Obligation Notification shall describe the
                                      selected Reference Obligation(s) in reasonable detail and shall
                                      specify for each such Reference Obligation the title or
                                      designation, maturity date and coupon rate;



                                      (iii)    in the event that there is more than one selected
                                      Reference Obligation in respect of a Defaulted Reference Entity,
                                      the Buyer shall stipulate in the Reference Obligation Notification
                                      the amount of each selected Reference Obligation to be valued on
                                      the Valuation Date in respect of the Defaulted Reference Entity,
                                      the sum of such amounts not to exceed the Reference Entity
                                      Notional Amount in respect of such Defaulted Reference Entity;



                                      (iv)   Section 2.30 of the Credit Derivatives Definitions shall
                                      not apply to such selected Reference Obligations; and



                                      (v)    if subsequent to selection of a Reference Obligation of
                                      such Defaulted Reference Entity, Buyer determines that such
                                      Reference Obligation is likely to be redeemed and/or cancelled in
                                      whole, Buyer may by notice to Seller with a copy to S&P and to
                                      Fitch specify (a) the Valuation Date for calculating the Final
                                      Price of such Reference Obligation, which will be the date on
                                      which Buyer has made such determination, and (b) provide a
                                      certificate signed by a managing director (or other substantially
                                      equivalent title) of Buyer, which shall certify as to the likely
                                      redemption and/or cancellation of such Reference Obligation.



         All Guarantees:              In respect of a Reference Entity, if any, as set out in the
                                      Standard Terms for that Reference Entity.


         Deliverable Obligation       In respect of a Reference Entity, if any, as set out in the
         Category:                    Standard Terms for that Reference Entity.

         Deliverable Obligation       In respect of a Reference Entity, if any, as set out in the
         Characteristics:             Standard Terms for that Reference Entity.

         Interpretation:              For the purposes of this Confirmation:

                                      (a)    each reference in the Credit Derivatives Definitions to 'a
                                      Deliverable Obligation' and 'the Deliverable Obligation' shall be
                                      deemed to be a reference to 'a Reference Obligation' and 'the
                                      Reference Obligation' respectively;

                                      (b)    each reference in the Credit Derivatives Definitions to 'a
                                      Delivery Date' and 'the Delivery Date' shall be deemed to be a
                                      reference to the date of selection of the relevant Reference
                                      Obligation, except that the words 'Delivery Date or' and ', as the
                                      case may be' shall be deleted in the two places where they appear
                                      in Section 8.7(b)(i);

                                      (c)    each reference in the Credit Derivatives Definitions to '
                                      Physical Settlement Date' shall be deemed to be a reference to the
                                      date of selection of the relevant Reference Obligation; and

                                      (d)    the words 'and all times thereafter' shall be deleted from
                                      Section 2.20(b)(i).


         Reference Entity Notional    With respect to a Reference Entity, if any, the amount in EUR
         Amount:                      specified in respect of that Reference Entity and the relevant
                                      Second Level Portfolio CDS Number in Schedule 3 to the Initial
                                      Level Transaction.

         Reference Obligation         In respect of each Reference Obligation of a Defaulted Reference
         Notional Amount:             Entity, the amount specified in the relevant Reference Obligation
                                      Notification as the amount of such Reference Obligation to be
                                      valued on the relevant Valuation Date, provided that if only one
                                      Reference Obligation is specified in the relevant Reference
                                      Obligation Notification and no such amount is specified in respect
                                      of such Reference Obligation, the Reference Obligation Notional
                                      Amount of such Reference Obligation shall be an amount equal to
                                      the Reference Entity Notional Amount of the relevant Defaulted
                                      Reference Entity.

         Reference Price:             With respect to each Reference Obligation, 100%


Outstanding Tranche Notional Amount:  On any day, and subject to a minimum of zero, an amount equal to:



                                      (a)   the Initial Tranche Notional Amount; less



                                      (b) the Aggregate Loss Determination Amount on that day minus the
                                      Portfolio Threshold Amount, subject to a minimum of zero.

Aggregate Loss Determination Amount:  On any day, the aggregate of all Loss Determination Amounts
                                      determined with respect to:



                                      (a)   the Defaulted Sub Portfolio Transaction (if any); and



                                      (b)      Defaulted Reference Entities,



                                      in each case, on or prior to such date.

Loss Determination Amount:            With respect to any Defaulted Reference Entity the sum, for each
                                      Reference Obligation specified in the relevant Reference
                                      Obligation Notification, of the greater of:



                                      (i) the relevant Reference Obligation Notional Amount multiplied
                                      by the amount by which the Reference Price exceeds the Final Price
                                      in respect of the relevant Reference Obligation; and



                                      (ii) zero.



                                      The Loss Determination Amount for a Defaulted Reference Entity
                                      shall be calculated on the date on which the Final Prices for each
                                      relevant Reference Obligation have been determined and will be
                                      effective as of the Event Determination Date with respect to that
                                      Reference Entity.


                                      With respect to a Defaulted Sub Portfolio Transaction, following
                                      the occurrence of an Event Determination Date in respect of any
                                      Reference Entity (as defined in the Sub Portfolio Template), the
                                      Loss Determination Amount for such Sub Portfolio Transaction shall
                                      be calculated as the least of:



                                      (a)               the Loss Determination Amount as defined in the
                                      Sub Portfolio Template (the 'Sub Portfolio Loss Determination
                                      Amount') which would be calculated in respect of that Sub
                                      Portfolio Transaction if it were in existence;



                                      (b)               the Aggregate Loss Determination Amount (as
                                      defined in the Sub Portfolio Template) which would be calculated
                                      in respect of that Sub Portfolio Transaction if it were in
                                      existence less the Portfolio Threshold Amount (as defined in such
                                      Sub Portfolio Template); and



                                      (c)               the Outstanding Tranche Notional Amount (as
                                      defined in the terms of the Sub Portfolio Template) of that Sub
                                      Portfolio Transaction, prior to any reduction as a result of the
                                      calculation of the Sub Portfolio Loss Determination Amount.



2.         Floating Payment:

Conditions to Settlement in respect  In respect of a Reference Entity, if any, as set out in the
of a Reference Entity:               Standard Terms for that Reference Entity.

                                     In respect of a Sub Portfolio Transaction, the Conditions to
                                     Settlement will be satisfied if Buyer delivers to Seller a notice
                                     representing that on the effective date thereof a Loss Event has
                                     occurred in respect of that Sub Portfolio Transaction.

                                     For the avoidance of doubt, the parties agree that the Conditions
                                     to Settlement may be satisfied more than once under this
                                     Transaction; provided, however, that the Conditions to Settlement
                                     may, subject to 'Credit Event Notice After Restructuring' below,
                                     be satisfied once only with respect to each Reference Entity, if
                                     any, unless subsequent to the satisfaction of the Conditions to
                                     Settlement with respect to any Reference Entity, if any, that
                                     Reference Entity becomes the Successor to one or more other
                                     Reference Entities in respect of which an Event Determination Date
                                     has not occurred, in which case the Conditions to Settlement may
                                     be satisfied again in relation to that Reference Entity.

Credit Events in respect of          In respect of a Reference Entity, if any, as set out in the
Reference Entities:                  Standard Terms for that Reference Entity.



                                     In respect of a Reference Entity, if any, as set out in the
                                     Standard Terms for that Reference Entity.
Multiple Holder Obligation:


                                     Section 3.9 of the Credit Derivatives Definitions shall not apply
                                     in respect of any Reference Entity where the Standard Terms for
                                     that Reference Entity specify Section 3.9 as not applicable.
Credit Event Notice After
Restructuring:

                                     If Section 3.9(b) of the Credit Derivatives Definitions is
                                     applicable to a Reference Entity, it shall be amended to read as
                                     follows: '(b)  if the Notifying Party has delivered a Credit Event
                                     Notice that specifies an Exercise Amount that is less than the
                                     outstanding Reference Entity Notional Amount for the relevant
                                     Reference Entity, (i) upon the satisfaction of the Conditions to
                                     Settlement, the parties shall perform their respective settlement
                                     obligations (if any) hereunder on the relevant Cash Settlement
                                     Date, with references to the Reference Entity Notional Amount in
                                     the relevant provisions being deemed to mean the relevant Exercise
                                     Amount, and (ii) thereafter, the Reference Entity Notional Amount
                                     for such Reference Entity shall be reduced by such Exercise
                                     Amount;'.

Credit Events in respect of Sub      Where the Sub Portfolio is specified as a Reference Entity in the
Portfolio Transactions:              Second Level Portfolio CDS Number 1, 7 and 8 in Schedule 3 to the
                                     Initial Level Transaction , a Loss Event occurs in respect of the
                                     Sub Portfolio Transaction.

Loss Event:                          In respect of a Sub Portfolio Transaction:



                                     (a) an event occurs which constitutes a Credit Event (as defined
                                     in the terms of the Sub Portfolio Template); and



                                     (b) as a result of that Credit Event and assuming the maximum
                                     possible Loss Determination Amount (as defined in the terms of the
                                     Sub Portfolio Template) in respect of the relevant Underlying
                                     Reference Entity, the Aggregate Loss Determination Amount (as
                                     determined in the Sub Portfolio Template) will exceed the
                                     Portfolio Threshold Amount (as defined in the Sub Portfolio
                                     Transaction).


Obligation(s):                       In respect of a Reference Entity, if any, as set out in the
                                     Standard Terms for that Reference Entity.

Excluded Obligations:                None




3.         Valuation Terms:

Settlement Method:                   No settlement shall be applicable, as this Transaction is deemed
                                     to be in existence solely to allow the calculation of certain
                                     amounts pursuant to the terms of the Initial Level Transaction.

Valuation Date:                      (i) Single Valuation Date in respect of Quotation Amounts less
                                     than or equal to the Maximum Quotation Amount; and



                                     (ii) Multiple Valuation Dates in respect of Quotation Amounts
                                     exceeding the Maximum Quotation Amount.



                                     With respect to Multiple Valuation Dates, the number of Valuation
                                     Dates shall be determined by reference to the Reference Obligation
                                     Notional Amount of the relevant Defaulted Reference Entity on the
                                     basis of the following:



                                     X/Y = Z



                                     where:



                                     'X' is the Reference Obligation Notional Amount of the relevant
                                     Defaulted Reference Entity;



                                     'Y' is the Maximum Quotation Amount; and



                                     'Z' is the number of Valuation Dates, rounded up to the nearest
                                     whole number.



                                     With respect to each Reference Obligation of a Defaulted Reference
                                     Entity, the Valuation Date or, as the case may be, the Valuation
                                     Dates, shall be a date (or dates) falling not less than 45
                                     Business Days and not more than 140 Business Days following the
                                     relevant Event Determination Date, as selected by Buyer in each
                                     case in its sole and absolute discretion.

Valuation Time:                      10.00 am in the principal trading market for the relevant
                                     Reference Obligation.

Quotation Method:                    Bid.

Quotation Amount:                    The Reference Obligation Notional Amount with respect to the
                                     relevant Reference Obligation.

Maximum Quotation Amount:            EUR 20,000,000

Minimum Quotation Amount:            An amount equal to the product of (i) EUR 1,000,000 (or its
                                     equivalent in the relevant Obligation Currency) multiplied by (ii)
                                     the quotient of the Reference Obligation Notional Amount
                                     applicable to the relevant Reference Obligation divided by the
                                     Reference Entity Notional Amount in respect of the relevant
                                     Defaulted Reference Entity.

Dealers:                             A dealer in obligations of the type of  obligations for which
                                     Quotations are to be obtained. The Dealers shall be selected by
                                     the Calculation Agent or, as the case may be, the Quotation
                                     Calculation Agent (as defined below) in a commercially reasonable
                                     manner, provided that Deutsche Bank AG London shall in all cases
                                     be one of the selected Dealers. Any firm quotation provided by
                                     Deutsche Bank AG London shall be the firm quotation which Deutsche
                                     Bank AG London would provide to a counterparty in the market, as
                                     determined in a commercially reasonable manner. Deutsche Bank AG
                                     London and its affiliates together may not be more than one of the
                                     Dealers.

Quotations:                          Section 7.7 of the Credit Derivatives Definitions shall be deleted
                                     in its entirety and replaced with the following:



                                     'Quotation' means each Full Quotation and the Weighted Average
                                     Quotation obtained and expressed as a percentage with respect to a
                                     Valuation Date in the manner that follows:


                                     (a) In respect of each Reference Obligation, the Calculation Agent
                                     shall attempt to obtain Full Quotations with respect to the
                                     Valuation Date from five or more Dealers. If at least three such
                                     Full Quotations are not available on the same Business Day within
                                     three Business Days of the Valuation Date, then on the next
                                     following Business Day (and, if necessary, on each Business Day
                                     thereafter until the tenth Business Day following the relevant
                                     Valuation Date, such tenth Business Day being the 'Interim
                                     Quotation Date') the Calculation Agent shall attempt to obtain
                                     Full Quotations from five or more Dealers and, if at least three
                                     Full Quotations are not available, a Weighted Average Quotation.



                                     (b) If the Calculation Agent is unable to obtain three or more
                                     Full Quotations or a Weighted Average Quotation in accordance with
                                     paragraph (a) above, then the Calculation Agent shall use its
                                     reasonable efforts to appoint a Dealer other than the Calculation
                                     Agent or any Affiliate of the Calculation Agent (the 'Quotation
                                     Calculation Agent') not more than five Business Days after the
                                     Interim Quotation Date (the date of such appointment being the '
                                     Quotation Calculation Agent Appointment Date' for such Valuation
                                     Date).



                                     (c) In the event that the Calculation Agent appoints a Quotation
                                     Calculation Agent pursuant to paragraph (b) above, the Quotation
                                     Calculation Agent shall attempt to obtain Full Quotations with
                                     respect to the Quotation Calculation Agent Appointment Date from
                                     five or more Dealers. If the Quotation Calculation Agent is unable
                                     to obtain three or more such Full Quotations on the same Business
                                     Day within three Business Days of the relevant Quotation
                                     Calculation Agent Appointment Date, then on the next following
                                     Business Day (and, if necessary on each Business Day thereafter
                                     until the fifth Business Day following the relevant Quotation
                                     Calculation Agent Appointment Date (such fifth Business Day being
                                     the 'Final Quotation Date')) the Quotation Calculation Agent shall
                                     attempt to obtain Full Quotations from five or more Dealers and,
                                     if three or more Full Quotations are not available, a Weighted
                                     Average Quotation. If the Quotation Calculation Agent is unable to
                                     obtain three or more Full Quotations or a Weighted Average
                                     Quotation on the same Business Day within five Business Days of
                                     the relevant Quotation Calculation Agent Appointment Date, the
                                     Quotations for the relevant Valuation Date shall be deemed to be
                                     any Full Quotation obtained from a Dealer on the Final Quotation
                                     Date, or if no Full Quotation is obtained, the weighted average of
                                     any firm quotations for the Reference Obligation obtained from
                                     Dealers on the Final Quotation Date (for which purpose the weight
                                     applicable to each firm quotation shall be that part of the
                                     Quotation Amount for which such quotation was obtained and a firm
                                     quotation of zero shall be deemed to have been obtained with
                                     respect to that part of the Quotation Amount for which firm
                                     quotations were not obtained). If the Quotation Calculation Agent
                                     is unable to obtain any Full Quotation or any other firm
                                     quotations on the Final Quotation Date, the Quotations for the
                                     relevant Valuation Date shall be as determined by the Calculation
                                     Agent (which determination may, for the avoidance of doubt, be
                                     equal to zero).


                                     (d) In the event that the Calculation Agent is unable to appoint a
                                     Quotation Calculation Agent pursuant to paragraph (b) above, and
                                     the Calculation Agent is unable to obtain three or more Full
                                     Quotations or a Weighted Average Quotation on the same Business
                                     Day within 10 Business Days of the relevant Valuation Date, then
                                     the Quotations for the relevant Valuation Date shall be zero.



                                     All Quotations obtained in accordance with the foregoing shall not
                                     include accrued but unpaid interest'.

Valuation Method:                    Notwithstanding anything to the contrary in Section 7.5 of the
                                     Credit Derivatives Definitions, the Valuation Method shall be
                                     Highest.

                                     In respect of each Reference Obligation of a Defaulted Reference
                                     Entity, 'Highest' means the highest Quotation obtained by the
                                     Calculation Agent (or in accordance with Section 7.7(b) or 7.7(c)
                                     of the Credit Derivatives Definitions (as amended herein)) in
                                     respect of such Reference Obligation on any Valuation Date.


4.         Additional Provisions:

4.1       Additional Provisions for Monoline Insurer Reference Entities



The Additional Provisions for Monoline Insurers published by the International
Swaps and Derivatives Association, Inc. on 21 January 2005 (the 'Additional
Provisions') will apply to each Monoline Insurer Reference Entity only, amended
as follows:



(a)               The last sentence of the definition of 'Qualifying Policy'
shall be deleted.



(b)               Paragraph (e) of the Additional Provisions shall be deleted in
its entirety.



(c)        The words 'and, if the benefit of the Qualifying Policy is not
transferred as part of any transfer of the Insured Instrument, the Qualifying
Policy must be transferable at least to the same extent as the Insured
Instrument' shall be deleted from paragraph (i).



(d)        The reference in paragraph (j) to Section 2.15(a)(ii) shall be deemed
to be a reference to the Section  'Reference Obligations' above and the last
sentence of paragraph (j) shall be deleted.



4.2       Section 2.32 Restructuring Maturity Limitation and Fully Transferable
Obligation



Section 2.32 of the Credit Derivatives Definitions shall be amended as follows:



(i)         The first paragraph of Section 2.32 shall be deemed to be replaced
in its entirety by the following:



'Section 2.32. Restructuring Maturity Limitation and Fully Transferable
Obligation. If 'Restructuring Maturity Limitation and Fully Transferable
Obligation Applicable' is specified as applicable in the Standard Terms relating
to a Reference Entity and Restructuring is the only Credit Event specified in a
Credit Event Notice delivered by Buyer, then an obligation can only be selected
pursuant to paragraph (b) of the 'Reference Obligations' Section above  as a
Reference Obligation if it is a Fully Transferable Obligation with a final
maturity date not later than the Restructuring Maturity Limitation Date.'



(ii)        Section 2.32(b) of the Credit Derivatives Definitions shall be
amended to read:



            ''Fully Transferable Obligation' means a Reference Obligation that
is either Transferable, in the case of Bonds, or capable of being assigned or
novated to all Eligible Transferees without the consent of any person being
required, in the case of any Reference Obligation other than Bonds. Any
requirement that notification of novation, assignment or transfer of a Reference
Obligation be provided to a trustee, fiscal agent, administrative agent,
clearing agent or paying agent for a Reference Obligation shall not be
considered to be a requirement for consent for the purposes of this Section 2.32
(b).



            For the purposes of determining whether a Reference Obligation is
Transferable or is capable of being assigned or novated to Eligible Transferees,
such determination shall be made as of the date of selection of such Reference
Obligation pursuant to paragraph (b) of the 'Reference Obligations' Section
above, taking into account only the terms of the Reference Obligation and any
related transfer or consent documents which the Calculation Agent considers
likely to be obtainable.'





4.3       Section 2.33 Modified Restructuring Maturity Limitation and
Conditionally Transferable Obligation



(i)         Section 2.33 of the Credit Derivatives Definitions shall be amended
to read:





'Section 2.33. Modified Restructuring Maturity Limitation and Conditionally
Transferable Obligation. If 'Modified Restructuring Maturity Limitation and
Conditionally Transferable Obligation Applicable' is specified as applicable in
the Standard Terms relating to a Reference Entity and Restructuring is the only
Credit Event specified in a Credit Event Notice delivered by Buyer, then an
obligation can only be selected pursuant to paragraph (b) of the 'Reference
Obligations' Section above as a Reference Obligation if it is a Conditionally
Transferable Obligation with a final maturity date not later than the Modified
Restructuring Maturity Limitation Date.



            'Conditionally Transferable Obligation' means a Reference Obligation
that is either Transferable, in the case of Bonds, or capable of being assigned
or novated to all Modified Eligible Transferees without the consent of any
person being required, in the case of any Reference Obligation other than Bonds,
provided however that a Reference Obligation other than Bonds will be a
Conditionally Transferable Obligation notwithstanding the consent of the
Reference Entity or the guarantor, if any, of a Reference Obligation other than
Bonds (or the consent of the relevant obligor if a Reference Entity is
guaranteeing such Reference Obligation) or any agent is required for such
novation, assignment or transfer so long as the terms of such Reference
Obligation provide that such consent may not be unreasonably withheld or
delayed. Any requirement that notification of novation, assignment or transfer
of a Reference Obligation be provided to a trustee, fiscal agent, administrative
agent, clearing agent or paying agent for a Reference Obligation shall not be
considered to be a requirement for consent for the purposes of this Section 2.33
(b).



For the purposes of determining whether a Reference Obligation is Transferable
or is capable of being assigned or novated to Modified Eligible Transferees,
such determination shall be made as the date of selection of such Reference
Obligation pursuant to paragraph (b) of the 'Reference Obligations' Section
above, taking into account only the terms of the Reference Obligation and any
related transfer or consent documents which the Calculation Agent considers
likely to be obtainable.'



(ii)        For the avoidance of doubt, Section 2.33(b)(i) shall be deemed to
have been deleted for the purposes of this Transaction.





5.         This Transaction Not a Contract of Insurance



The parties confirm that this Transaction is not intended to be and does not
constitute a contract of surety, insurance, guarantee or indemnity.  Without
prejudice to the provisions of Paragraph 2 of this Confirmation, the parties
acknowledge that the payments to be made by Seller will be made independently
and are not conditional upon Buyer sustaining or being exposed to risk or loss
and that the rights and obligations of the parties hereunder are not dependent
upon Buyer owning or having any legal, equitable or other interest in the
Reference Obligations.



6.         Governing Law:



This Confirmation shall be governed by and construed in accordance with English
law.




                                   Schedule 2

                             Sub Portfolio Template



The definitions and provisions contained in the 2003 ISDA Credit Derivatives
Definitions as published by the International Swaps and Derivatives Association,
Inc. as supplemented by the May 2003 Supplement to the 2003 ISDA Credit
Derivatives Definitions and as modified as set out herein (together, the 'Credit
Derivatives Definitions'), are incorporated into this Confirmation. In the event
of any inconsistency between the Credit Derivatives Definitions and this
Confirmation, this Confirmation will govern.



The parties agree and acknowledge that the Transaction to which this
Confirmation relates contemplates that the Conditions to Settlement may be
satisfied with respect to more than one Reference Entity, that there may
therefore be multiple Event Determination Dates and that the Credit Derivatives
Definitions should, for the purposes of this Confirmation, be interpreted
accordingly.



1.         General Terms:


Trade Date:                          8 March

Effective Date:                      30 March

Termination Date:                    The earliest of:



                                     (a)                the latest Cash Settlement Date which occurs
                                     following the date on which the Outstanding Tranche Notional
                                     Amount is reduced to zero; and

                                     (b)                the latest of:

                                     (i)         the final day of the Notice Delivery Period; and

                                     (ii)        if an Event Determination Date occurs during  the
                                     Notice Delivery Period but either or both (I) the date of
                                     determination of the Loss Determination Amount and/or (II) the
                                     Cash Settlement Date (if any), in each case, relating to such
                                     Event Determination Date occur after the final day of the Notice
                                     Delivery Period, the latest of any such date(s).



                                     For the avoidance of doubt, this provision shall take precedence
                                     over any other provision in the Credit Derivatives Definitions
                                     purporting to specify another date as a Termination Date for the
                                     purposes of this Transaction.

Scheduled Termination Date:          20 June 2010

Initial Tranche Notional Amount:     The amount in EUR specified in respect of the Sub Portfolio in
                                     Schedule 3 to the Initial Level Transaction.

Portfolio Notional Amount:           At any time an amount equal to the aggregate of the Reference
                                     Entity Notional Amounts for all Reference Entities at such time.

Portfolio Threshold Amount:          The amount in EUR specified in respect of the Sub Portfolio in
                                     Schedule 3 to the Initial Level Transaction.

Fixed Rate Payer:                    Deutsche Bank AG London (the 'Buyer')

Floating Rate Payer:                 Not Specified (the 'Seller')

Calculation Agent:                   Deutsche Bank AG London.


Calculation Agent City:              London

Business Day:                        London, New York and TARGET Settlement Date

Business Day Convention:             Modified Following (which, subject to Sections 1.4 and 1.6 of the
                                     Credit Derivatives Definitions, shall apply to any date referred
                                     to in this Confirmation that falls on a day that is not a Business
                                     Day).

Reference Entities:                  Each of the Reference Entities specified Schedule 3 to the Initial
                                     Level Transaction in respect of the Sub Portfolio and any of their
                                     respective Successors.



                                     If pursuant to Section 2.2 of the Credit Derivatives Definitions
                                     (as amended herein) the Calculation Agent determines that a single
                                     entity would be a Reference Entity under this Transaction more
                                     than once, then it will be deemed to be a Reference Entity only
                                     once hereunder, and from and including the date of such
                                     determination the Reference Entity Notional Amount with respect to
                                     such Reference Entity will be the sum of the Reference Entity
                                     Notional Amounts that would otherwise be applicable to it.

Defaulted Reference Entity:          Each Reference Entity in respect of which an Event Determination
                                     Date has occurred.

Reference Entity Categories:         One of the following categories (each a 'Reference Entity Category
                                     ' shall) shall be applicable to each Reference Entity:

                                     (a)   Western European Corporate Reference Entities;

                                     (b)   Subordinated European Insurance Corporate Reference
                                     Entities;

                                     (c)   European Emerging Markets Corporate Reference Entities;

                                     (d)   Australian New Zealand Corporate Reference Entities;

                                     (e)   Japanese Corporate Reference Entities;

                                     (f)     Singaporean Corporate Reference Entities;

                                     (g)   Asian Corporate Reference Entities;

                                     (h)   North American Investment Grade Corporate Reference
                                     Entities;

                                     (i)      North American Insurance Corporate Reference Entities;

                                     (j)      North American High Yield Corporate Reference Entities;



                                     (k)    Central and Eastern European and Middle Eastern Sovereign
                                     Reference Entities;



                                     (l)      Asian Sovereign Reference Entities;

                                     (m) Latin American Sovereign Reference Entities; and

                                     (n)   Latin American Corporate Reference Entities.

                                     Subject to the Section 'Successor' below, the Reference Entity
                                     Category applicable to each Reference Entity shall be the
                                     Reference Entity Category specified in respect of such Reference
                                     Entity in Schedule A hereto.
Standard Terms for Reference         Each Reference Entity shall be subject to the distinct terms which
Entities:                            relate to the Reference Entity Category which is applicable to
                                     such Reference Entity (the 'Standard Terms' for that Reference
                                     Entity Category). The Standard Terms for each Reference Entity
                                     Category are set out in the annexes to this Confirmation as
                                     follows:

                                     (a)   the Standard Terms for Western European Corporate Reference
                                     Entities are set out in Annex 1 to the Initial Level Confirmation;

                                     (b)   the Standard Terms for Subordinated European Insurance
                                     Corporate Reference Entities are set out in Annex 2 to the Initial
                                     Level Confirmation;

                                     (c)   the Standard Terms for  European Emerging Markets Corporate
                                     Reference Entities are set out in Annex 3 to the Initial Level
                                     Confirmation;

                                     (d)   the Standard Terms for Australian New Zealand Corporate
                                     Reference Entities are set out in Annex 4 to the Initial Level
                                     Confirmation;

                                     (e)   the Standard Terms for Japanese Corporate Reference Entities
                                     are set out in Annex 5 to the Initial Level Confirmation;

                                     (f)     the Standard Terms for Singaporean Corporate Reference
                                     Entities are set out in Annex 6 to the Initial Level Confirmation;

                                     (g)   the Standard Terms for Asian Corporate Reference Entities
                                     are set out in Annex 7 to the Initial Level Confirmation;

                                     (h)   the Standard Terms for North American Investment Grade
                                     Corporate Reference Entities are set out in Annex 8 to the Initial
                                     Level Confirmation;

                                     (i)      the Standard Terms for North American Insurance Corporate
                                     Reference Entities are set out in Annex 9 to the Initial Level
                                     Confirmation;

                                     (j)      the Standard Terms for North American High Yield
                                     Corporate Reference Entities are set out in Annex 10 to the
                                     Initial Level Confirmation;

                                     (k)    the Standard Terms for Central and Eastern European and
                                     Middle Eastern Sovereign Reference Entities are set out in Annex
                                     11 to the Initial Level Confirmation;

                                     (l)      the Standard Terms for Asian Sovereign Reference Entities
                                     are set out in Annex 12 to the Initial Level Confirmation;

                                     (m) the Standard Terms for Latin American Sovereign Reference
                                     Entities are set out in Annex 13 to the Initial Level
                                     Confirmation; and

                                     (n)   the Standard Terms for Latin American Corporate Reference
                                     Entities set out in Annex 14 to the Initial Level Confirmation.


Monoline Insurer Reference Entity:   Any Reference Entity specified as such in Schedule 3 to the
                                     Initial Level Confirmation.

Successor:                           Section 2.2 of the Credit Derivatives Definitions is hereby
                                     amended by:

                                     (a)     deleting the words 'for the entire Credit Derivative
                                     Transaction' from each of Section 2.2(a)(i) and Section 2.2(a)
                                     (ii);



                                     (b)     deleting the words 'for a New Credit Derivative
                                     Transaction' from each of  Section 2.2(a)(iii) and Section 2.2(a)
                                     (iv) and replacing them with the words 'and the Reference Entity
                                     Notional Amount in respect of each such Successor will be';



                                     deleting Section 2.2(e) in its entirety and replacing it with the
                                     following:
                                     '(e) Where, pursuant to Section 2.2(a)(iii) or (iv) above, more
                                     than one Successor has been identified in respect of a Reference
                                     Entity (the 'Original Reference Entity'), each Successor will be a
                                     Reference Entity for the purposes of this Transaction and the
                                     Reference Entity Notional Amount and, if applicable, the Loss
                                     Determination Amount in respect of each such Successor will be the
                                     Reference Entity Notional Amount and, if applicable, the Loss
                                     Determination Amount relating to the Original Reference Entity
                                     immediately prior to the Succession Event, in each case divided by
                                     the number of Successors. In addition the terms and conditions of
                                     this Transaction will be modified to the extent that any
                                     modification is required, as determined by the Calculation Agent,
                                     to preserve the economic effects of this Transaction prior to the
                                     occurrence of the relevant Succession Event.'
                                     The Reference Entity Category applicable to a Successor to a
                                     Reference Entity shall be the same Reference Entity Category as
                                     that Reference Entity.   However, if the Calculation Agent
                                     determines that more than one Reference Entity (each a  'Prior
                                     Reference Entity') has pursuant to Section 2.2 of the Credit
                                     Derivatives Definitions (as amended herein) become a single
                                     Reference Entity and the Prior Reference Entities were not all
                                     within the same Reference Entity Categories, the Calculation Agent
                                     shall determine in a commercially reasonable manner the Reference
                                     Entity Category applicable to such resulting Reference Entity.

                                     Notwithstanding anything to the contrary in Section 2.2 (as
                                     amended herein), in relation to a Reference Entity in respect of
                                     which a Reference Obligation Notification has been effectively
                                     delivered by Buyer to Seller, 'Successor' means in relation to
                                     such Reference Entity  (1) where a Reference Obligation specified
                                     in the Reference Obligation Notification is a primary obligation
                                     of the relevant Reference Entity, the entity which directly or
                                     indirectly succeeds to such Reference Obligation by way of a
                                     Succession Event and (2) where a Reference Obligation specified in
                                     the Reference Obligation Notification is guaranteed by the
                                     relevant Reference Entity, the entity which assumes the guarantee
                                     obligation in respect of such Reference Obligation or otherwise
                                     succeeds directly or indirectly to such Reference Obligation by
                                     way of a Succession Event and if pursuant to (1) or (2) above
                                     there is more than one Successor, such Successor as may be
                                     selected by the Calculation Agent in a commercially reasonable
                                     manner.
Reference Obligations:               With respect to a Defaulted Reference Entity:



                                     (a)          for the purposes of determining whether the Not
                                     Subordinated Deliverable Obligation Characteristic is satisfied,
                                     the obligation specified as such, if any, opposite such Reference
                                     Entity in Schedule 3 hereto; and

                                     (b)          for the purposes of determining a Loss Determination
                                     Amount in respect of a Defaulted Reference Entity, one  or more
                                     obligations of that Defaulted Reference Entity (either (i)
                                     directly or (ii) as provider of a Qualifying Affiliate Guarantee
                                     or, if All Guarantees is specified as applicable in the Standard
                                     Terms applicable to such Defaulted Reference Entity, as provider
                                     of any Qualifying Guarantee or (iii) in the case of a Defaulted
                                     Reference Entity which is a Monoline Insurer Reference Entity, as
                                     provider of a Qualifying Policy) that is (i) payable in an amount
                                     equal to its outstanding principal balance or Due and Payable
                                     Amount, as applicable, (ii) not subject to any counterclaim,
                                     defence (other than a counterclaim or defence based on the factors
                                     set forth in Section 4.1(a)-(d) of the Credit Derivatives
                                     Definitions) or right of set-off by or of the Defaulted Reference
                                     Entity or any applicable Underlying Obligor and (iii) in the case
                                     of a Qualifying Guarantee other than a Qualifying Affiliate
                                     Guarantee, is capable, at the date of selection, of immediate
                                     assertion or demand by or on behalf of the holder or holders
                                     against the Defaulted Reference Entity for an amount at least
                                     equal to the Reference Obligation Notional Amount applicable to
                                     the relevant obligation apart from the giving of any notice of
                                     non-payment or similar procedural requirement, it being understood
                                     that acceleration of an Underlying Obligation shall not be
                                     considered a procedural requirement, selected by Buyer and
                                     notified to Seller (such notice, a 'Reference Obligation
                                     Notification') on or prior to the Valuation Date (and, for the
                                     avoidance of doubt, prior to the commencement of the valuation
                                     process) in respect of the relevant Defaulted Reference Entity
                                     which either (i) constitute Reference Obligations pursuant to
                                     paragraph (a) above and/or (ii) fall within the Deliverable
                                     Obligation Category specified below and, subject to Section 2.21
                                     (c) of the Credit Derivatives Definitions, have each of the
                                     Deliverable Obligation Characteristics specified below.

                                     For the avoidance of doubt, provided that a Reference Obligation
                                     selected pursuant to paragraph (b) above (which is not a Reference
                                     Obligation by virtue of paragraph (a) above) satisfies the
                                     applicable Deliverable Obligation Category and Deliverable
                                     Obligation Characteristics on the date of selection, such
                                     obligation(s) may constitute Reference Obligation(s) for the
                                     purposes hereof irrespective of whether this continues to be the
                                     case subsequent to such date.



                                     In respect of Reference Obligations selected by Buyer in a
                                     Reference Obligation Notification:



                                     (i)     the Buyer may alter such selection at any time on or prior
                                     to the Valuation Date in respect of the relevant Defaulted
                                     Reference Entity provided that in respect of Reference Obligations
                                     selected pursuant to paragraph (b) above, the newly selected
                                     Reference Obligation(s) complies with the requirements set forth
                                     herein as at the date of its selection;



                                     (ii)    each Reference Obligation Notification shall describe the
                                     selected Reference Obligation(s) in reasonable detail and shall
                                     specify for each such Reference Obligation the title or
                                     designation, maturity date and coupon rate;



                                     (iii)    in the event that there is more than one selected
                                     Reference Obligation in respect of a Defaulted Reference Entity,
                                     the Buyer shall stipulate in the Reference Obligation Notification
                                     the amount of each selected Reference Obligation to be valued on
                                     the Valuation Date in respect of the Defaulted Reference Entity,
                                     the sum of such amounts not to exceed the Reference Entity
                                     Notional Amount in respect of such Defaulted Reference Entity;



                                     (iv)   Section 2.30 of the Credit Derivatives Definitions shall
                                     not apply to such selected Reference Obligations; and



                                     (v)    if subsequent to selection of a Reference Obligation of
                                     such Defaulted Reference Entity, Buyer determines that such
                                     Reference Obligation is likely to be redeemed and/or cancelled in
                                     whole, Buyer may by notice to Seller with a copy to S&P and to
                                     Fitch specify (a) the Valuation Date for calculating the Final
                                     Price of such Reference Obligation, which will be the date on
                                     which Buyer has made such determination, and (b) provide a
                                     certificate signed by a managing director (or other substantially
                                     equivalent title) of Buyer, which shall certify as to the likely
                                     redemption and/or cancellation of such Reference Obligation.

All Guarantees:                      In respect of a Reference Entity, as set out in the Standard Terms
                                     for that Reference Entity.


Deliverable Obligation Category:     In respect of a Reference Entity, as set out in the Standard Terms
                                     for that Reference Entity.

Deliverable Obligation               In respect of a Reference Entity, as set out in the Standard Terms
Characteristics:                     for that Reference Entity.

Interpretation:                      For the purposes of this Confirmation:

                                     (a)    each reference in the Credit Derivatives Definitions to 'a
                                     Deliverable Obligation' and 'the Deliverable Obligation' shall be
                                     deemed to be a reference to 'a Reference Obligation' and 'the
                                     Reference Obligation' respectively;

                                     (b)    each reference in the Credit Derivatives Definitions to 'a
                                     Delivery Date' and 'the Delivery Date' shall be deemed to be a
                                     reference to the date of selection of the relevant Reference
                                     Obligation, except that the words 'Delivery Date or' and ', as the
                                     case may be' shall be deleted in the two places where they appear
                                     in Section 8.7(b)(i);

                                     (c)    each reference in the Credit Derivatives Definitions to '
                                     Physical Settlement Date' shall be deemed to be a reference to the
                                     date of selection of the relevant Reference Obligation; and

                                     (d)    the words 'and all times thereafter' shall be deleted from
                                     Section 2.20(b)(i).


Reference Entity Notional Amount:    With respect to a Reference Entity, the amount in EUR specified in
                                     respect of that Reference Obligation and the Sub Portfolio in
                                     Schedule 3 to the Initial Level Transaction.

Reference Obligation Notional        In respect of each Reference Obligation of a Defaulted Reference
Amount:                              Entity, the amount specified in the relevant Reference Obligation
                                     Notification as the amount of such Reference Obligation to be
                                     valued on the relevant Valuation Date, provided that if only one
                                     Reference Obligation is specified in the relevant Reference
                                     Obligation Notification and no such amount is specified in respect
                                     of such Reference Obligation, the Reference Obligation Notional
                                     Amount of such Reference Obligation shall be an amount equal to
                                     the Reference Entity Notional Amount of the relevant Defaulted
                                     Reference Entity.

Reference Price:                     With respect to each Reference Obligation, 100%



Outstanding Tranche Notional Amount: On any day, and subject to a minimum of zero, an amount equal to:



                                     (a)   the Initial Tranche Notional Amount; less



                                     (b) the Aggregate Loss Determination Amount on that day minus the
                                     Portfolio Threshold Amount, subject to a minimum of zero.

Aggregate Loss Determination Amount: On any day, the aggregate of all Loss Determination Amounts
                                     determined with respect to Defaulted Reference Entities on or
                                     prior to such date.

Loss Determination Amount:           With respect to any Defaulted Reference Entity the sum, for each
                                     Reference Obligation specified in the relevant Reference
                                     Obligation Notification, of the greater of:



                                     (i) the relevant Reference Obligation Notional Amount multiplied
                                     by the amount by which the Reference Price exceeds the Final Price
                                     in respect of the relevant Reference Obligation; and



                                     (ii) zero.



                                     The Loss Determination Amount for a Defaulted Reference Entity
                                     shall be calculated on the date on which the Final Prices for each
                                     relevant Reference Obligation have been determined and will be
                                     effective as of the Event Determination Date with respect to that
                                     Reference Entity.



2.         Floating Payment:

Conditions to Settlement:            In respect of a Reference Entity, as set out in the Standard Terms
                                     for that Reference Entity.

                                     For the avoidance of doubt, the parties agree that the Conditions
                                     to Settlement may be satisfied more than once under this
                                     Transaction; provided, however, that the Conditions to Settlement
                                     may, subject to 'Credit Event Notice After Restructuring' below,
                                     be satisfied once only with respect to each Reference Entity
                                     unless subsequent to the satisfaction of the Conditions to
                                     Settlement with respect to any Reference Entity, that Reference
                                     Entity becomes the Successor to one or more other Reference
                                     Entities in respect of which an Event Determination Date has not
                                     occurred, in which case the Conditions to Settlement may be
                                     satisfied again in relation to that Reference Entity.

Credit Events:                       In respect of a Reference Entity, as set out in the Standard Terms
                                     for that Reference Entity.



                                     In respect of a Reference Entity, as set out in the Standard Terms
Multiple Holder Obligation:          for that Reference Entity.



                                     Section 3.9 of the Credit Derivatives Definitions shall not apply
                                     in respect of any Reference Entity where the Standard Terms for
Credit Event Notice After            that Reference Entity specify Section 3.9 as not applicable.
Restructuring:


                                     If Section 3.9(b) of the Credit Derivatives Definitions is
                                     applicable to a Reference Entity, it shall be amended to read as
                                     follows: '(b)  if the Notifying Party has delivered a Credit Event
                                     Notice that specifies an Exercise Amount that is less than the
                                     outstanding Reference Entity Notional Amount for the relevant
                                     Reference Entity, (i) upon the satisfaction of the Conditions to
                                     Settlement, the parties shall perform their respective settlement
                                     obligations (if any) hereunder on the relevant Cash Settlement
                                     Date, with references to the Reference Entity Notional Amount in
                                     the relevant provisions being deemed to mean the relevant Exercise
                                     Amount, and (ii) thereafter, the Reference Entity Notional Amount
                                     for such Reference Entity shall be reduced by such Exercise
                                     Amount;'.

Obligation(s):                       In respect of a Reference Entity, as set out in the Standard Terms
                                     for that Reference Entity.

Excluded Obligations:                None


3.         Valuation Terms:

Settlement Method:                   No settlement shall be applicable, as this Transaction is deemed
                                     to be in existence solely to allow the calculation of certain
                                     amounts pursuant to the terms of the Initial Level Transaction.

Valuation Date:                      (i) Single Valuation Date in respect of Quotation Amounts less
                                     than or equal to the Maximum Quotation Amount; and



                                     (ii) Multiple Valuation Dates in respect of Quotation Amounts
                                     exceeding the Maximum Quotation Amount.



                                     With respect to Multiple Valuation Dates, the number of Valuation
                                     Dates shall be determined by reference to the Reference Obligation
                                     Notional Amount of the relevant Defaulted Reference Entity on the
                                     basis of the following:



                                     X/Y = Z



                                     where:



                                     'X' is the Reference Obligation Notional Amount of the relevant
                                     Defaulted Reference Entity;



                                     'Y' is the Maximum Quotation Amount; and



                                     'Z' is the number of Valuation Dates, rounded up to the nearest
                                     whole number.



                                     With respect to each Reference Obligation of a Defaulted Reference
                                     Entity, the Valuation Date or, as the case may be, the Valuation
                                     Dates, shall be a date (or dates) falling not less than 45
                                     Business Days and not more than 140 Business Days following the
                                     relevant Event Determination Date, as selected by Buyer in each
                                     case in its sole and absolute discretion.

Valuation Time:                      10.00 am in the principal trading market for the relevant
                                     Reference Obligation.

Quotation Method:                    Bid.

Quotation Amount:                    The Reference Obligation Notional Amount with respect to the
                                     relevant Reference Obligation.

Maximum Quotation Amount:            EUR 20,000,000

Minimum Quotation Amount:            An amount equal to the product of (i) EUR 1,000,000 (or its
                                     equivalent in the relevant Obligation Currency) multiplied by (ii)
                                     the quotient of the Reference Obligation Notional Amount
                                     applicable to the relevant Reference Obligation divided by the
                                     Reference Entity Notional Amount in respect of the relevant
                                     Defaulted Reference Entity.

Dealers:                             A dealer in obligations of the type of  obligations for which
                                     Quotations are to be obtained. The Dealers shall be selected by
                                     the Calculation Agent or, as the case may be, the Quotation
                                     Calculation Agent (as defined below) in a commercially reasonable
                                     manner, provided that Deutsche Bank AG London shall in all cases
                                     be one of the selected Dealers. Any firm quotation provided by
                                     Deutsche Bank AG London shall be the firm quotation which Deutsche
                                     Bank AG London would provide to a counterparty in the market, as
                                     determined in a commercially reasonable manner. Deutsche Bank AG
                                     London and its affiliates together may not be more than one of the
                                     Dealers.

Quotations:                          Section 7.7 of the Credit Derivatives Definitions shall be deleted
                                     in its entirety and replaced with the following:



                                     'Quotation' means each Full Quotation and the Weighted Average
                                     Quotation obtained and expressed as a percentage with respect to a
                                     Valuation Date in the manner that follows:


                                     (a) In respect of each Reference Obligation, the Calculation Agent
                                     shall attempt to obtain Full Quotations with respect to the
                                     Valuation Date from five or more Dealers. If at least three such
                                     Full Quotations are not available on the same Business Day within
                                     three Business Days of the Valuation Date, then on the next
                                     following Business Day (and, if necessary, on each Business Day
                                     thereafter until the tenth Business Day following the relevant
                                     Valuation Date, such tenth Business Day being the 'Interim
                                     Quotation Date') the Calculation Agent shall attempt to obtain
                                     Full Quotations from five or more Dealers and, if at least three
                                     Full Quotations are not available, a Weighted Average Quotation.



                                     (b) If the Calculation Agent is unable to obtain three or more
                                     Full Quotations or a Weighted Average Quotation in accordance with
                                     paragraph (a) above, then the Calculation Agent shall use its
                                     reasonable efforts to appoint a Dealer other than the Calculation
                                     Agent or any Affiliate of the Calculation Agent (the 'Quotation
                                     Calculation Agent') not more than five Business Days after the
                                     Interim Quotation Date (the date of such appointment being the '
                                     Quotation Calculation Agent Appointment Date' for such Valuation
                                     Date).



                                     (c) In the event that the Calculation Agent appoints a Quotation
                                     Calculation Agent pursuant to paragraph (b) above, the Quotation
                                     Calculation Agent shall attempt to obtain Full Quotations with
                                     respect to the Quotation Calculation Agent Appointment Date from
                                     five or more Dealers. If the Quotation Calculation Agent is unable
                                     to obtain three or more such Full Quotations on the same Business
                                     Day within three Business Days of the relevant Quotation
                                     Calculation Agent Appointment Date, then on the next following
                                     Business Day (and, if necessary on each Business Day thereafter
                                     until the fifth Business Day following the relevant Quotation
                                     Calculation Agent Appointment Date (such fifth Business Day being
                                     the 'Final Quotation Date')) the Quotation Calculation Agent shall
                                     attempt to obtain Full Quotations from five or more Dealers and,
                                     if three or more Full Quotations are not available, a Weighted
                                     Average Quotation. If the Quotation Calculation Agent is unable to
                                     obtain three or more Full Quotations or a Weighted Average
                                     Quotation on the same Business Day within five Business Days of
                                     the relevant Quotation Calculation Agent Appointment Date, the
                                     Quotations for the relevant Valuation Date shall be deemed to be
                                     any Full Quotation obtained from a Dealer on the Final Quotation
                                     Date, or if no Full Quotation is obtained, the weighted average of
                                     any firm quotations for the Reference Obligation obtained from
                                     Dealers on the Final Quotation Date (for which purpose the weight
                                     applicable to each firm quotation shall be that part of the
                                     Quotation Amount for which such quotation was obtained and a firm
                                     quotation of zero shall be deemed to have been obtained with
                                     respect to that part of the Quotation Amount for which firm
                                     quotations were not obtained). If the Quotation Calculation Agent
                                     is unable to obtain any Full Quotation or any other firm
                                     quotations on the Final Quotation Date, the Quotations for the
                                     relevant Valuation Date shall be as determined by the Calculation
                                     Agent (which determination may, for the avoidance of doubt, be
                                     equal to zero).


                                     In the event that the Calculation Agent is unable to appoint a
                                     Quotation Calculation Agent pursuant to paragraph (b) above, and
                                     the Calculation Agent is unable to obtain three or more Full
                                     Quotations or a Weighted Average Quotation on the same Business
                                     Day within 10 Business Days of the relevant Valuation Date, then
                                     the Quotations for the relevant Valuation Date shall be zero.



                                     All Quotations obtained in accordance with the foregoing shall not
                                     include accrued but unpaid interest'.

Valuation Method:                    Notwithstanding anything to the contrary in Section 7.5 of the
                                     Credit Derivatives Definitions, the Valuation Method shall be
                                     Highest.

                                     In respect of each Reference Obligation of a Defaulted Reference
                                     Entity, 'Highest' means the highest Quotation obtained by the
                                     Calculation Agent (or in accordance with Section 7.7(b) or 7.7(c)
                                     of the Credit Derivatives Definitions (as amended herein)) in
                                     respect of such Reference Obligation on any Valuation Date.


4.         Additional Provisions:

4.1       Additional Provisions for Monoline Insurer Reference Entities



The Additional Provisions for Monoline Insurers published by the International
Swaps and Derivatives Association, Inc. on 21 January 2005 (the 'Additional
Provisions') will apply to each Monoline Insurer Reference Entity only, amended
as follows:



(a)               The last sentence of the definition of 'Qualifying Policy'
shall be deleted.



(b)               Paragraph (e) of the Additional Provisions shall be deleted in
its entirety.



(c)        The words 'and, if the benefit of the Qualifying Policy is not
transferred as part of any transfer of the Insured Instrument, the Qualifying
Policy must be transferable at least to the same extent as the Insured
Instrument' shall be deleted from paragraph (i).



(d)        The reference in paragraph (j) to Section 2.15(a)(ii) shall be deemed
to be a reference to the Section  'Reference Obligations' above and the last
sentence of paragraph (j) shall be deleted.



4.2       Section 2.32 Restructuring Maturity Limitation and Fully Transferable
Obligation



Section 2.32 of the Credit Derivatives Definitions shall be amended as follows:



(i)         The first paragraph of Section 2.32 shall be deemed to be replaced
in its entirety by the following:



'Section 2.32. Restructuring Maturity Limitation and Fully Transferable
Obligation. If 'Restructuring Maturity Limitation and Fully Transferable
Obligation Applicable' is specified as applicable in the Standard Terms relating
to a Reference Entity and Restructuring is the only Credit Event specified in a
Credit Event Notice delivered by Buyer, then an obligation can only be selected
pursuant to paragraph (b) of the 'Reference Obligations' Section above  as a
Reference Obligation if it is a Fully Transferable Obligation with a final
maturity date not later than the Restructuring Maturity Limitation Date.'



(ii)        Section 2.32(b) of the Credit Derivatives Definitions shall be
amended to read:



            ''Fully Transferable Obligation' means a Reference Obligation that
is either Transferable, in the case of Bonds, or capable of being assigned or
novated to all Eligible Transferees without the consent of any person being
required, in the case of any Reference Obligation other than Bonds. Any
requirement that notification of novation, assignment or transfer of a Reference
Obligation be provided to a trustee, fiscal agent, administrative agent,
clearing agent or paying agent for a Reference Obligation shall not be
considered to be a requirement for consent for the purposes of this Section 2.32
(b).



            For the purposes of determining whether a Reference Obligation is
Transferable or is capable of being assigned or novated to Eligible Transferees,
such determination shall be made as of the date of selection of such Reference
Obligation pursuant to paragraph (b) of the 'Reference Obligations' Section
above, taking into account only the terms of the Reference Obligation and any
related transfer or consent documents which the Calculation Agent considers
likely to be obtainable.'





4.3       Section 2.33 Modified Restructuring Maturity Limitation and
Conditionally Transferable Obligation



(i)         Section 2.33 of the Credit Derivatives Definitions shall be amended
to read:



'Section 2.33. Modified Restructuring Maturity Limitation and Conditionally
Transferable Obligation. If 'Modified Restructuring Maturity Limitation and
Conditionally Transferable Obligation Applicable' is specified as applicable in
the Standard Terms relating to a Reference Entity and Restructuring is the only
Credit Event specified in a Credit Event Notice delivered by Buyer, then an
obligation can only be selected pursuant to paragraph (b) of the 'Reference
Obligations' Section above as a Reference Obligation if it is a Conditionally
Transferable Obligation with a final maturity date not later than the Modified
Restructuring Maturity Limitation Date.



            'Conditionally Transferable Obligation' means a Reference Obligation
that is either Transferable, in the case of Bonds, or capable of being assigned
or novated to all Modified Eligible Transferees without the consent of any
person being required, in the case of any Reference Obligation other than Bonds,
provided however that a Reference Obligation other than Bonds will be a
Conditionally Transferable Obligation notwithstanding the consent of the
Reference Entity or the guarantor, if any, of a Reference Obligation other than
Bonds (or the consent of the relevant obligor if a Reference Entity is
guaranteeing such Reference Obligation) or any agent is required for such
novation, assignment or transfer so long as the terms of such Reference
Obligation provide that such consent may not be unreasonably withheld or
delayed. Any requirement that notification of novation, assignment or transfer
of a Reference Obligation be provided to a trustee, fiscal agent, administrative
agent, clearing agent or paying agent for a Reference Obligation shall not be
considered to be a requirement for consent for the purposes of this Section 2.33
(b).



For the purposes of determining whether a Reference Obligation is Transferable
or is capable of being assigned or novated to Modified Eligible Transferees,
such determination shall be made as the date of selection of such Reference
Obligation pursuant to paragraph (b) of the 'Reference Obligations' Section
above, taking into account only the terms of the Reference Obligation and any
related transfer or consent documents which the Calculation Agent considers
likely to be obtainable.'



(ii)        For the avoidance of doubt, Section 2.33(b)(i) shall be deemed to
have been deleted for the purposes of this Transaction.





5.         This Transaction Not a Contract of Insurance



The parties confirm that this Transaction is not intended to be and does not
constitute a contract of surety, insurance, guarantee or indemnity.  Without
prejudice to the provisions of Paragraph 2 of this Confirmation, the parties
acknowledge that the payments to be made by Seller will be made independently
and are not conditional upon Buyer sustaining or being exposed to risk or loss
and that the rights and obligations of the parties hereunder are not dependent
upon Buyer owning or having any legal, equitable or other interest in the
Reference Obligations.



6.         Governing Law:



This Confirmation shall be governed by and construed in accordance with English
law.









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